Overview

Directors’ Fit and Proper Policy

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INTRODUCTION

The Directors’ Fit and Proper ("DFP") Policy serves as a guide to the Nomination and Remuneration Committee (“NRC”) and Board of KPS Berhad (“Company”) in the assessments of the new appointment of Director, re-election of Director and other circumstances as deemed necessary by the Board/NRC or whenever the Company becomes aware of information that may materially compromise a person’s fitness and propriety.

PURPOSE

  • The key objective of the DFP Policy is to set out the criteria for selection of candidates that are proposed to be appointed as directors of KPS Berhad and its subsidiaries and directors who are seeking for re-election.
  • The criteria are intended to guide the NRC and the Board in their review and assessment on the proposal regarding appointment and re-election of directors.
  • The Board is to approve such proposal and where relevant, to make a recommendation to the shareholders of the Company for approval at the annual general meeting of KPS Berhad and/or KPS Group.

SCOPE

The DFP Policy applies to the appointment and re-election of directors of the Company and its subsidiaries (“Group”). It also guides for the selection of candidates as the Company’s nominee directors on the boards of joint venture companies and associate companies.

GUIDING PRINCIPLES

The guiding principle of the DFP Policy is in line with Paragraph 15.01A and 2.20A of Bursa Malaysia Securities Berhad Main Market Listing Requirements and Bursa Malaysia Corporate Governance Guide (4th Edition).

ASPECTS

  • Statement of Policy
  • Fit and Proper Assessment Procedures
  • Compliance
  • Exception