Fit and Proper - AEON Credit Service

POLICY OF DIRECTOR’S FIT AND PROPER

1.0 INTRODUCTION

1.1 This policy serves to establish comprehensive guidance in relation to the on-boarding process for
Directors in AEON Credit Service (M) Berhad and its subsidiaries (“the Group”).

This Policy has been prepared to ensure compliance with the relevant provisions of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) and the Malaysian Code on Corporate Governance (“MCCG”).
Paragraph 15.01A of the MMLR provides that a listed issuer must have a fit and proper policy for the appointment and re-election of directors of the listed issuer and its subsidiaries, ensure the policy addresses board quality and integrity and will aid the listed issuer to comply with paragraph 2.20A of the MMLR, and to make available the policy on its website.
Paragraph 2.2A of the MMLR provides that every listed corporation, management company or trustee-manager must ensure that each of its directors, chief executive or chief financial officer has the character, experience, integrity, competence and time to effectively discharge his role as a director, chief executive or chief financial officer, as the case may be of the listed corporation, or the collective investment scheme.
Pursuant to MCCG Practice 5.5, the appointment of board and senior management are based on objective criteria, merit and with due regard to the diversity in skills, experience, age, cultural background and gender. Directors appointed should be able to devote the required time to serve the board effectively. The board should consider the existing board positions held by a director, including on boards of non-listed companies. Any appointment that may cast doubt on the integrity and governance of the Company should be avoided.

2.0 PURPOSE

2.1 The objective of this Policy is to guide the Nomination and Remuneration Committee and the Board in their review and assessment of potential candidates for appointment as Directors as well as for retiring Directors who are seeking re-election in the Group.

2.2 This Policy is to ensure that Directors possess the required character, relevant skill sets, knowledge, experience, integrity, competence and time commitment to effectively discharge their roles and responsibilities in the best interest of the Group, as well as its stakeholders.

2.3 The Policy criteria will be applicable at the time of appointment as a Director and on a continuing basis as all Directors of the Group are expected to conduct themselves with the highest integrity and professionalism as well as to comply with all relevant legal and regulatory obligations.

2.4 This Policy has to be read together with HRG-POL-DIR-A01 Directors Policy.

3.0 SCOPE

3.1 The policy sets out in this document shall be understood and complied by Directors based on the responsibilities identified. Non-compliance with the requirements set out in this document shall be deemed as a breach of discipline that can lead up to dismissal.

4.0 POLICY

4.1 Criteria

For the purpose of establishing whether a person is fit and proper to hold a Key Responsible
Person position, the Group shall have regard to the following criteria:

4.1.1 Character and integrity

(i) Probity

Complies with legal obligations, regulatory requirements and professional standards;
Has not been obstructive, misleading or untruthful in dealings with regulatory bodies, professional bodies, government or its agencies or a court;
Have 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.

(ii) Personal integrity, honesty and ethical behaviour

Has not perpetrated or engaged in any business practices which are deceitful, oppressive or otherwise improper (whether unlawful or not), or which otherwise reflect discredit on his/her professional conduct;
Service contracts (i.e. in the capacity of management or Director) has not been terminated in the past due to concerns on personal integrity;
Has not abused other positions (i.e. positions that he/she has held) in a manner that contravenes principles of good governance and professional ethics.
Have no concurrent responsibilities or interest which would contribute to a conflict of interest situation or otherwise impair his/her ability to properly discharge his/her duties and responsibilities as a Director of the Group.

(iii) Financial soundness and solvency

Manages personal obligations or financial affairs satisfactorily;
Demonstrates ability to fulfil personal financial obligations as and when they fall due;
Have not been subjected to a judgement debt which is unsatisfied either in whole or in part whether in Malaysia or elsewhere.

(iv) Good 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;
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 local and abroad.

4.1.2 Experience, competency and capability

(i) Qualification, training and skills

Possesses an education qualification, and/or background experience that is relevant to the skill sets that the Director is earmarked to bring to bear onto the boardroom (i.e. a match to the board skill set matrix);
Has considerable understanding on the business of the Group.
Possesses general management skills as well as a good understanding of corporate governance best practices and sustainability issues;
Keeps knowledge current based on continuous professional development.
Possesses leadership capabilities and a high level of emotional intelligence.

(ii) Relevant experience and expertise

Possesses relevant experience and expertise with due consideration based on tenure of service, nature and size of business and responsibilities held.
Has a career of occupying a high-level position in a comparable organisation and is accountable for driving or leading the organisation’s governance, business performance or operations.
Possess commendable past performance record as gathered from the results of the board effectiveness evaluation.

4.1.3 Time and commitment

(i) Ability to discharge role having regard to other commitments

Able to devote time as a board member, having factored other outside obligations which include concurrent Board positions held by the Director across listed issuers and non-listed entities (including not-for-profit organisations).

(ii) Participation and contribution in the Board and track record

Able to demonstrate willingness to participate actively in Board activities and deliberations;
Able to demonstrate willingness to devote time and effort to understand the Group’s businesses and exemplify 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 the ability to make considered judgment

4.2 The evaluation/assessment for Directorship or re-appointment of Director

4.2.1 The Nomination and Remuneration Committee will evaluate/assess candidates for new appointment as Directors based on the fit and proper criteria as spelt out in 7.1 above and HRG-DKRP-F01 Declaration Form for Key Responsible Person of AEON Credit Service (M) Berhad and its subsidiaries (“the Group”) before recommending to the Board for approval.

4.2.2 For re-appointment of Directors, the Directors will be evaluated based on the Board Evaluation Form. The Nomination and Remuneration Committee has the power not to recommend the re-appointment of retiring Directors who do not meet the policy requirements.

4.2.3 For new appointments, nominees are required to complete the Prospective Directors Information as set out in HRG-PDI-F01 Prospective Directors Information.

4.2.4 The information gathered from the evaluation shall be for the Nomination and Remuneration Committee’s strict use for the purpose of the assessment and not for public disclosure.

4.3 Review of the Policy

The Nomination and Remuneration Committee shall recommend any revision/change to the Policy as the Nomination and Remuneration Committee 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 requirements.

5.0 SUPPLEMENTARY PROVISION

The responsible unit for this Policy is the Human Resource and Admin Group and any amendments and revisions shall obtain approval from BOD.