Advanced Packaging Technology (M) Bhd (“Company“) is committed to applying the Practice 5.5 of the Malaysian Code on Corporate Governance 2021 where the appointment of Directors of the Company and its subsidiary companies (“the Group”) as well as senior management (collectively referred to as “Key Responsible Persons”) are to be based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender. Fit and Proper Policy (the “Policy“) is issued pursuant to the requirements laid out in Paragraph 15.01A of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad. The Policy aims to set out the fit and proper person requirements of the Directors of the Group. Director appointed should be able to devote the required time to serve the board effectively. The Board shall consider the existing board positions held by a director, including on boards of its subsidiary companies. Any appointment that may cast doubt on the integrity and governance of the Company or its subsidiary companies should be avoided.
Individuals acting as “Key Responsible Persons” are required to possess the competence, character, diligence, honesty, integrity and judgement to perform properly the duties of that position, in tandem with good corporate governance practices. Accordingly, the Company must prudently manage the risk to its business or financial standing that persons acting in Key Responsible Person positions are fit and proper.
The purpose of the Fit and Proper Policy for Key Responsible Persons (“Policy“), is to set out the Company’s approach to the assessment of the fitness and propriety of persons who hold, or who are to be appointed or elected to, Key Responsible Person positions.
The following definitions shall apply throughout this Policy unless the context requires otherwise:
|“Board”||:||Board of Directors of the Company|
|“Company”||:||Advanced Packaging Technology (M) Bhd|
|“Directors”||:||Directors of the Company and its subsidiary companies (excluding the Directors appointed by other shareholders of the subsidiary companies)|
|“Group”||:||The Company and its subsidiary companies|
|“Key Responsible Persons”||:||key persons that are accountable or responsible for the management and oversight of the Group. These comprise:|
a) Directors of the Group;
b) chief executive officers (CEO) or Managing Director (MD) of the Group including CEO or MD of subsidiary companies;
c) chief financial controller (CFO) of the Group or chief accountant of subsidiary companies
d) any person performing a senior management function who has primary or significant responsibility for the management and performance of significant business activities of the Group; and
e) any person who has primary or significant responsibility for key control functions.
|I)||The Board’s Commitment and Responsibility|
In the application of the Policy, the Board and NC are primarily responsible for ensuring that all Key Responsible Persons fulfil fit and proper requirements and for conducting assessments of the fitness and propriety of Directors and the CEO as well as CEO/MD of subsidiary companies. For other Key Responsible Persons, decisions on appointments and assessments of fit and proper may be made by the CEO or a designated committee under the delegated authority of the Board and NC.
The Board is committed to ensuring that each person who holds a Key Responsible Person position has the appropriate skill and experience commensurate with the role that they hold, and will make all final determinations on the fitness and propriety of responsible persons.
|The NC is responsible for the assessment of existing Directors or candidates for nomination or appointment as Key Responsible Person, and making recommendations to the Board on these matters.|
OBJECTIVES OF THIS POLICY
The objective of this policy is to set out the requirements to assess and determine the fitness and propriety of any person appointed as Directors of all the entities across the Group. It ensures that the Directors have the integrity and competence required to perform their roles and it provides the assurance that Directors are able to fulfil their statutory obligations under the relevant legislations and act effectively, honestly and in the best interest of the Group.
The Directors shall understand, adopt and adhere to the contents in the policy as well as other procedures referred to therein. All Directors shall observe the relevant rules and regulations that govern the business and day-to-day operations of the Group.
The key principles of the Group Fit and Proper Policy are:
|Principle 1||Probity, Personal Integrity and Reputation|
Key Responsible Persons must have the exemplary qualities such as honesty, integrity, diligence, fairness and ethical behavior.
|Principle 2||Experience, Competency and Capability|
Key Responsible Person must have certain skills, experience, abilities and commitment that they can offer to and serve the Company accordingly.
|Principle 3||Financial Integrity|
Key Responsible Person must have financial soundness and ability to manage his/her debts or financial affairs prudently.
|Principle 4||Time Management and Commitment|
Key Responsible Person must able to discharge role having regard to other commitments and participation and contribution to the board or track record.
|Principle 5||Record Keeping|
The Group must ensure proper record-keeping on all relevant documentation and maintain a high degree of confidentiality on such reports.
|Principle 6||Responsible Party for the Fit and Proper Exercise|
The Board of Directors must carry out its responsibility to conduct and oversee the fit and proper exercise on the Directors.
All Directors must complete an annual declaration to the effect that they remain a Fit and Proper person as defined in this Policy.
PRINCIPLE 1: PROBITY, PERSONAL INTEGRITY AND REPUTATION
The Key Responsible Person must have the exemplary qualities such as honesty, integrity, diligence, fairness, ethical behavior, and assessed whether they have, in Malaysia or elsewhere:
- Been convicted of any criminal proceedings;
- Any association or dealings (including via companies where they may have controlling interest or exercise significant influence) with an entity (company or individual) that may be subject to any criminal proceedings or on-going investigations by the authorities or regulators;
- Shown strong disregard and objection for any applicable rules and regulations set by the authorities or regulators, including a strong objection or lack of willingness to cooperate with any authorities or regulators;
- Been involved in any fraudulent or illegal business; and/or
- Been dismissed, resigned or retired from a position of trust, fiduciary appointment or similar position due to matters pertaining to his/her conduct.
PRINCIPLE 2: EXPERIENCE, COMPETENCY AND CAPABILITY
Key Responsible Person must have certain skills, experience, abilities and commitment, and assessed whether they have, in Malaysia or elsewhere:
- Any education or professional qualification, training, practical experience and commitment to effectively fulfil the role and responsibilities as Directors of the Board and add value to the Board and the Company.
- Possesses relevant experience and expertise with due consideration given to the past length of service, nature and size of business, responsibilities held, as well as reporting lines and delegated authorities
- Had the responsibility and experience in driving or leading an organization’s governance, financial management or business operation.
- Possesses a commendable background or past record.
PRINCIPLE 3: FINANCIAL INTEGRITY
Key Responsible Person must have financial soundness and ability to manage his/her debts or financial affairs prudently, and assessed whether they have, in Malaysia or elsewhere:
- Been and will be able to fulfil his/her financial obligationsas and when they fall due;
- Not been subjected to a judgement debt which is unsatisfied, either in whole or in partor was not satisfied within a reasonable period of time;
- Met with the relevant solvency requirements; and/or
- Filed for bankruptcy or been adjudged bankrupt or has assets sequestered.
PRINCIPLE 4: TIME MANAGEMENT AND COMMITMENT
In assessing a person’s time and commitment, the Board must consider factors which include, but are not limited to the following:
- Whether the person has the ability to discharge the role and responsibility of the position, has the passion as a director and exhibits actively the ability to articulate views independently, objectively and constructively in board meetings.
- Whether the person has been and will be able to devote the required time to understand the business, considering outside commitments including concurrent board positions and is able to make the effort to serve the role including exemplifying readiness to participate in events outside the boardroom.
- Whether the person exhibits open mindedness to the views of others and can make a considered judgement after hearing the views of others.
PRINCIPLE 5: RECORD KEEPING
The Group must ensure proper record-keeping on all relevant documentation for fit and proper and maintain high degree of confidentiality on such reports. The documentation on fit and proper-ness shall be retained by the relevant department confidentially. All such documents shall be retained for the period of seven (7) years.
PRINCIPLE 6: RESPONSIBLE PARTY FOR THE FIT AND PROPER EXERCISE
The responsible party must be able to conduct checks and obtain declarations for fit and proper purposes for existing/on-going or new appointment/hire of Key Responsible Person. The responsible party shall be the Board of Directors and the Group/Company Secretariat.
- Identification of skills applicable/required for new candidates;
- Selection of candidates/annual evaluation of existing directors;
- “Fit and Proper” assessment by the NC based on criteria above;
- Interaction with candidate(s) and between existing directors;
- NC’s evaluation, deliberation and confirmation that the Key Responsible Person is fit and proper for purposes of the Board and the Group;
- Recommendation by NC for the Board’s approval; and
- Decision by the Board on the recommended appointment/evaluation of the new or existing director, as the case may be.
REVIEW OF THIS POLICY
This policy shall be reviewed periodically by the Board and be revised at any time as it may deem necessary in accordance with the needs of the Company the MMLR and/or any other applicable laws enforced at the time being.
This Policy was adopted on 30 June 2022.