Fit & Proper Assessment

Drawing from Bursa Malaysia's Corporate Governance Guide 4th Edition, the concept of Fit and Proper establishes overarching criteria for evaluating the suitability of individuals to hold key positions within organisations, particularly at the board level. These criteria are fundamental to ensuring good governance and maintaining the integrity of the corporate landscape. As outlined in the guide, the Fit & Proper assessment centres on three core pillars: Character and Integrity, Experience and Competence, and Time and Commitment.

Each of these pillars encompasses a range of considerations designed to provide a holistic evaluation of an individual's ability to effectively and ethically discharge their responsibilities. Understanding these criteria is crucial for organisations in their appointment processes and for individuals aspiring to or currently holding significant roles within the corporate sector.

The general criteria that may form the overarching criteria in relation to a fit and proper policy are outlined below:

Considerations that underpin the overarching criteria are elucidated as follows:

A. Character and Integrity

1. Probity
   • is compliant with legal obligations, regulatory requirements and professional standards
   • has not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court
2. Personal Integrity
   • has not perpetrated or participated in any business practices which are deceitful, oppressive improper (whether unlawful or not), or which otherwise reflect discredit on his professional conduct
   • service contract (i.e. in the capacity of management or director) had not been terminated in the past due to concerns on personal integrity
   • has not abused other positions (i.e. political appointment) to facilitate government relations for the company in a manner that contravenes the principles of good governance
3. Financial Integrity
   • manages personal debts or financial affairs satisfactorily
   • demonstrates ability to fulfil personal financial obligations as and when they fall due
4. Reputation
   • is of good repute in the financial and business community
   • has not been the subject of civil or criminal proceedings or enforcement action, in managing or governing an entity for the past 10 years
   • has not been substantially involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies in that management
      

B. Experience and Competence

1. Qualifications, training and skills
   • possesses education qualification that is relevant to the skill set that the director is earmarked to bring to bear onto the boardroom (i.e. a match to the board skill set matrix)
   • has a considerable understanding on the workings of a corporation
   • possesses general management skills as well as understanding of corporate governance and sustainability issues
   • keeps knowledge current based on continuous professional development
   • possesses leadership capabilities and a high level of emotional intelligence
2. Relevant experience and expertise
   • possesses relevant experience and expertise with due consideration given to past length of service, nature and size of business, responsibilities held, number of subordinates as well as reporting lines and delegated authorities
3. Relevant past performance or track record
   • had a career of occupying a high-level position in a comparable organisation, and was accountable for driving or leading the organisation’s governance, business performance or operations.
   • possesses commendable past performance record as gathered from the results of the board effectiveness evaluation
      

C. Time and Commitment

1. Ability to discharge role having regard to other commitments
   • able to devote time as a board member, having factored other outside obligations including concurrent board positions held by the director across listed issuers and non-listed entities (including not-for-profit organisations).
2. Participation and contribution in the board or track record
   • possesses relevant experience and expertise with due consideration given to past length of service, nature and size of business, responsibilities held, number of subordinates as well as reporting lines and delegated authorities
   • demonstrates willingness to participate actively in board activities
   • demonstrates willingness to devote time and effort to understand the businesses and exemplifies readiness to participate in events outside the boardroom
   • manifests passion in the vocation of a director
   • exhibits ability to articulate views independently, objectively and constructively
   • exhibits open mindedness to the views of others and ability to make considered judgment after hearing the views of others