Governance & Sustainability

Directors’ Fit and Proper Policy

  1. Overview/Purpose
    1. The Directors’ Fit and Proper Policy (“Policy”) of PPB Group Berhad (“PPB” or the “Company”) sets out the approach and criteria for the appointment and re-election of Directors of PPB and/or its subsidiaries.
    2. It also serves to guide the PPB Nomination Committee (“NC”) and Board in their review and assessment of candidates for board appointments and re-elections; to ensure that they meet the requisite fit and proper criteria, viz possess the character, experience, integrity, competence and time to effectively discharge their role as directors.
    3. This Policy shall be subject to prevailing provisions on the appointment and cessation of directors in other relevant legislations, regulations, guidelines, the Company’s constitution, policies; and any other applicable laws.
  2. Guidance on the fit and proper criteria
    1. For the purpose of establishing whether a candidate is fit and proper, and suitable to hold a directorship in PPB and/or its subsidiaries, the Company shall be guided by and consider the following criteria:
      1. Character and integrity
      2. Experience and competence
      3. Time and commitment
    2. The above factors are elaborated below.
      1. Character and integrity
        • complies with all relevant legal obligations, regulatory requirements and professional standards
        • possess personal qualities of honesty, integrity and diligence.
        • is of good repute in the financial and business community.
        • has not in the past five years:
          1. been the subject of any civil proceedings relating to managing or governing an entity, in which the court has rendered judgment against the candidate which disqualifies him/her from acting or holding office as a director; or
          2. been convicted by a court in any criminal proceedings or the subject of enforcement actions, of an offence relating to managing or governing an entity, which disqualifies him/her from acting or holding office as a director.
      2. Experience and competence
        • possesses relevant educational qualifications.
        • possesses relevant and sufficient experience, skills and expertise with satisfactory past performance or track record.
        • has good understanding of and keeps abreast of the economic, business and operating environment.
      3. Time and commitment
        • able to commit and devote time as needed to discharge duties and responsibilities effectively.
        • understands the fiduciary duties and responsibilities as a director and is able to act professionally and in the best interest of the Company.
      4. Others
        Any other criteria the NC and the Board may determine from time to time as they deem fit.
  3. Review
    The NC shall review this policy periodically and recommend any changes required to the Board for its approval.

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