DIRECTORS’ FIT & PROPER POLICY

This Fit and Proper Policy is established by the Board of Ajiya Berhad (“Ajiya” or the “Company”) with the objectives :-

1. setting out the fit and proper criteria for the appointment and re-appointment of Directors to the Board of Ajiya and its subsidiaries (the “Group” or “Ajiya Group”).
2. ensure that each of the Directors has the character, experience, integrity, competence, and time to effectively discharge his role as a Director of the Company and its subsidiaries.
3. serve as a guide to the Nomination Committee (“NC”) the Company’s approach to the assessment of fit and proper of individual to be appointed to the Board or re-election of Director.

In assessing an individual’s fitness and propriety, the Board through its NC, shall consider all relevant factors based on the following fit and proper criteria including, but not limited to the following:

2.1 Character and Integrity

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 of law.

2. 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 professional conduct.
• service contract (i.e. in the capacity of management or as a director) had not been terminated in the past due to concerns on personal integrity.
• has not abused other positions in a manner that contravenes the principles of good governance.

3. Financial Integrity

• manages personal debts or financial affairs satisfactorily.
• demonstrates ability to fulfil personal financial obligations as and when they fall due.

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 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.

2.2 Experience and Competence

1. Qualifications, Training and Skills

• Possesses relevant education qualification benchmarked against the Company’s Board Diversity Matrix.
• has a considerable understanding on the business and workings of a corporation.
• Possesses general management skills as well as understanding of corporate governance and sustainability issues.
• Keeps knowledge current based on continuous professional development.
• Possesses leadership capabilities.

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 an organisation, and was accountable for driving or leading the organisation’s governance, business performance or operations.
• possesses commendable past performance record as gathered from the results of the Board Members Evaluation.

2.3 Time and Commitment

1. Ability to Discharge Role Having Regard to Other Commitments

• able to devote time as a Board member, having factored other outside obligations including concurrent board positions held by the Director across listed issuers and non-listed entities, including non- profit organisations (the directorship held in listed companies at any one time shall not exceed 5).
• Not an active politician. A person is considered an active politician if he is a member of Parliament, State Assemblyman or holds a position at the Supreme Council or division level in a political party.

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 judgement in an objective manner after receiving the feedback.

3.1      The fit and proper assessment on any individual identified to be appointed as a Director or to continue holding the position as a Director shall be conducted prior to the appointment or proposed re-election/re-appointment as a Director, by the NC before recommending to the Board for approval.

3.2      The individual is required to complete the “Directors’ Fit and Proper Declaration” form or in such other forms as the Board may from time to time prescribe or approve.