Directors’ Fit and Proper Policy
This Director’s Fit and Proper Policy sets out the approach for the appointment of new Directors of Oxford Innotech Berhad (“Company”) and re-appointment of Directors of the Company seeking re-election.
2.1 The purpose of this Policy is set out the policy statements by the Board of Directors of the Company (“Board”) in relation to the review and assessment of potential candidates for appointment as Directors of the Company as well as Directors who are seeking re-election and to provide guidance to the Nomination and Remuneration Committee (“NRC”) of the Company in carrying out the review and assessment relating appointment and/or re-appointment of Directors of the Company.
2.2 This Policy sets out the criteria on the appointment and re-appointment of Directors of the Company focusing on (i) character and integrity, (ii) experience and competence and (iii) time and commitment, to carry out their roles and responsibilities effectively in the best interest of the Company and its stakeholders.
2.3 The fit and proper criteria will be applicable at the time of appointment as a Director and on a continuing basis as all Directors of the Company are expected to conduct themselves with highest integrity and professionalism as well as to comply with all relevant legal and regulatory obligations.
3.1 The considerations underpinning the “fit and proper” criteria for the appointment and re-appointment of Directors are as follows:
a) Probity
(i) He/she is compliant with legal obligations, regulatory requirements and professional standards.
(ii) He/she has not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court.
(iii) He/she has not been reprimanded or disqualified or removed by a professional or regulatory body in relation to matters in respect to the person’s honesty, integrity or business conduct.
b) Financial soundness and solvency
(i) He/she manages personal debts or financial affairs satisfactorily.
(ii) He/she demonstrates ability to fulfil personal financial obligations as and when they fall due.
(iii) He/she has not been subjected to a judgment debt which is unsatisfied, either in whole or in part whether in Malaysia or elsewhere.
c) Personal integrity, honesty and ethical behaviour
(i) He/she 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.
(ii) His/her service contracts (i.e. in the capacity of management or Director) have not been terminated in the past due to concerns on personal integrity.
(iii) He/she has no concurrent responsibilities or interest which would contribute to a conflict-of-interest situation or otherwise impair the ability to discharge duties and responsibilities as Director of the Company.
(iv) He/she has not abused other positions (i.e. that he/she has held) in a manner that contravenes principles of good governance and professional ethics.
d) Good reputation
(i) He/she is of good repute in the financial and business community.
(ii) He/she has not been the subject of civil or criminal proceedings or enforcement action, in managing or governing an entity for the past 10 years.
(iii) He/she has not been reprimanded by the Securities Commission Malaysia, Bursa Malaysia Securities Berhad, Suruhanjaya Syarikat Malaysia, Bank Negara Malaysia or any other regulatory authorities both locally or abroad.
(iv) He/she 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.
a) Qualifications, training and skills
(i) He/she possesses education qualification that is relevant to the skill set that the Director is earmarked to bring onto the boardroom (i.e. a match to the board skill set matrix).
(ii) He/she has a considerable understanding on the business and workings of a corporation.
(iii) He/she has understanding of sustainability issues including Environment, Social and Governance (ESG) issues.
(iv) He/she possesses general management skills as well as understanding of good corporate governance best practices.
(v) He/she has financial literacy skills especially able to read and understand financial statements.
(vi) He/she keeps knowledge current based on continuous professional development.
b) Relevant experience and expertise
(i) He/she 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.
c) Relevant past performance or track record
(i) He/she has a career of occupying a high-level position in a comparable organization and were accountable for driving or leading the organization’s governance, business performance or operations.
(ii) He/she possesses commendable past performance record as gathered from the results of the board effectiveness evaluation.
a) Ability to discharge role having regard to other commitments
(i) He/she is able to devote time as Board members, having factored other outside obligations including concurrent Board positions held by the Directors across listed issuers and non-listed entities (including not-for-profit organizations).
b) Participation and contribution in the Board or track record
(i) He/she demonstrates willingness to participate actively in Board activities.
(ii) He/she demonstrates willingness to devote time and effort to understand the businesses and exemplify readiness to participate in events outside the boardroom.
(iii) He/she manifests passion in the vocation of a Director.
(iv) He/she exhibits ability to articulate views independently, objectively and constructively.
(v) He/she exhibits open mindedness to the views of others and ability to make considered judgment after hearing the views of other.
4.1 The NRC shall evaluate candidates for appointment as Directors of the Company based on the fit and proper criteria as set out in Section 3.1 above before recommending to the Board for approval. For the appointment of a new Director, the candidates are required to complete the Proposed Directors’ Information as set out in Annexure 2.
4.2 For the appointment of new Directors, the candidates are required to authorise the Company to perform background checks, if necessary, which may cover previous employment verification, professional reference checks, education confirmation and/or criminal record and credit checks.
4.3 In the case of candidates for the position of an Independent Non-Executive Director, the candidates should demonstrate ability to discharge their responsibilities and functions as expected from them. They must satisfy also the independence criteria as defined under the ACE Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and they should not hold more than five (5) directorships in public listed companies at one time to ensure that they would be able to devote sufficient time and commitment to the Company.
4.4 Consideration shall be given to achieve diversity of the Board with regards to gender, age, tenure, cultural diversity as well as international expertise where the Company and its subsidiary companies (“Group”) has operations in foreign jurisdictions. However, there shall be no discrimination of whatsoever nature in respect of age or race or ethnicity during the selection process.
4.5 The re-appointment of retiring Directors seeking re-election shall be evaluated by the NRC based on the “fit and proper” criteria as set out in Section 3.1 of this Policy and the performance of the Directors seeking re-election shall evaluated by the NRC based on the Director Evaluation Form as set out in Annexure 1. The NRC has the discretion not to recommend to the Board the re-appointment of a retiring Director if he/she no longer meet the “fit and proper” criteria as set out in this Policy.
4.6 All personal information of the proposed Directors received by the Company shall be treated with strict confidence.