Elementor #7983 - K-one | One-Stop Technology Solutions Provider

Fit And Proper Policy

Objective

The key objective of this Policy is to set out the criteria for the selection of candidates that are proposed to be appointed as Directors as well as the re-appointment of Directors on the Boards of K-One Technology Berhad (“K-One Tech”) and its subsidiaries.
The criteria are intended to serve as a guide to the Nomination Committee (“NC”) and the Board of Directors (“Board”) in their review and assessment of candidates that are to be appointed onto the Board as well as Directors who are seeking for re-appointment.
The NC is responsible to assess the candidate(s) as per the Fit and Proper Policy and make the relevant recommendation to the Board for approval. Where relevant, the Board is to seek shareholders’ approval at an annual general meeting.

Compliance Requirements

This Policy has been prepared to ensure compliance with the relevant provisions of the ACE Market Listing Requirements (“ALMR”) of Bursa Malaysia Securities Berhad and the Malaysian Code on Corporate Governance 2021 (“MCCG”).

Fit And Proper Criteria

Any person to be appointed to or re-appointed as a Director of K-One Tech or its subsidiaries or as a nominee Director on the boards of joint ventures and/or associate companies must not be disqualified and has been assessed to have met all the fit and proper criteria based on, at the minimum, the following:
1. Character and Integrity
2. Experience and Competence; and
3. Time and Commitment.
The fit and proper criteria are further illustrated as follows:
1. Character and Intergrity
  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.
    - 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.
  2. Financial integrity
    - manages personal debts or financial affairs satisfactorily.
    - demonstrates ability to fulfil personal financial obligations as and when they fall due.
    - has not been subjected to a judgment debt which is unsatisfied, either in whole or in part whether in Malaysia or elsewhere.
  3. 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/her professional conduct.
    - service contract (i.e. in the capacity of management or Director) has not been terminated in the past due to concerns on personal integrity.
    - 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 and/or its subsidiaries.
    - has not abused other positions (i.e. that he/she has held) in a manner that contravenes principles of good governance and professional ethics.
  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 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.
    - 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.
2. 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 business and workings of a corporation.
    - possesses general management skills as well as understanding of corporate governance best practices and sustainability issues.
    - Is financial literate, in particular the ability to read and understand financial statements.
    - 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 organization and was accountable for driving or leading the organization’s governance, business performance or operations.
    - possesses commendable past performance record as gathered from the results of the board effectiveness evaluation.
3. Time and Commitment
  1. Ability to discharge role having regard to other commitments
    - able to devote time as 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 organizations).
  2. Participation and contribution in the Board or track record
    - 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.

Review Of Policy

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 MCCG, AMLR or any other regulatory requirements.
This Policy was updated on 26 May 2022.