1. INTRODUCTION AND PURPOSE
1.1 This Policy set out the fit and proper criteria for the appointment and re-appointment of Directors on the Boards of Timberwell Berhad (“TWB”) and its subsidiaries.
1.2 To ensure that each of the Directors has the character, experience, integrity, competence and time to effectively discharge his/her role as a Director of TWB and its subsidiaries.
1.3 Serve as a guide to the Nomination Committee (“NC”) and the Board in their review and assessment of candidates that are to be appointed onto the Board as well as Directors who are seeking for election or re-election.
To establish whether a person is fit and proper to be a TWB Board, the NC and the Board shall regards to the person’s:-
The assessment of the above criteria shall have regard to the considerations set out below in paragraphs 2.1, 2.2 and 2.3 of this Policy.
2.1 Character and Integrity
Probity, personal integrity and reputation are values that are demonstrated over time whilst financial integrity is demonstrated by a person who manages his own financial affairs properly and prudently. These attributes demand a disciplined and on-going commitment to high ethical standard.
In assessing a person’s character and level of integrity, the NC should consider matters including but not limited to the following:-
2.2 Experience and Competence
Competence and capability are demonstrated by a person who possesses the relevant competence, experience and ability and ability to understand the technical requirements of the business, the inherent risks and the management process required to perform his role as a key responsible person in the relevant capacity effectively.
In assessing a person’s competence and capability, the NC should consider matters including, but not limited to the following:
2.3 Time and commitment
In assessing a person’s time and commitment, the NC should consider matters including, but not limited to the following:
3.0 THE ASSESSMENT
3.1 The NC will assess each person for a new appointment or re-appointment of Directors based on the criteria set under item 2 before recommending to the Board for approval.
3.2 The fit and proper assessments must be supported by relevant information in relation to a director. Where significant reliance is placed on information that is obtained from the person being assessed, and that information is material to the determination of the person’s fitness and propriety, the NC is expected to take reasonable steps within permissible written laws to verify the information against independent sources.
3.3 The documentation of fit and proper assessments for each director are part of the Company’s internal documents and shall not be disclosed or provided to any other party.
3.4 Where the NC has assessed that a person:
4.0 REVIEW OF THE POLICY
4.1 The NC shall recommend any change to the Policy as the NC deems appropriate to the Board for approval. The terms of the Policy shall be assessed, reviewed and updated where necessary i.e. when there are changes to the Malaysian Code on Corporate Governance, Listing Requirements of Bursa Malaysia Securities Berhad or any other regulatory requirement.
Adopted on : 24 May 2022