WONG ENGINEERING CORPORATION BERHAD
Registration No. 199601037606 (409959-W)
(Incorporated in Malaysia)
Directors’ Fit and Proper Policy
1.1 Wong Engineering Corporation Berhad and its subsidiaries (“the Group”) has adopted the Directors’ Fit and Proper Policy (“Policy”) for the appointment and re-election of directors of the Group.
1.2 This policy is adopted in accordance with the requirements laid down in the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“the Exchange”) and other applicable rules and regulations at the prevailing country. The Group may amend this policy from time to time as it may deem necessary to ensure relevance and alignment with organizational needs and applicable laws enforced at the time being.
2.1 The Policy serves to guide the Board of Directors (“Board”) and the Nominating Committee in their review and assessment of candidates who are to be appointed as directors of the Group as well as directors who are seeking for re-election. This Policy aims to promote greater diversity, inclusivity, and transparency in the Board.
3. Fit and Proper Criteria
3.1 Any person to be appointed or re-elected as a director of the Group must not be disqualified pursuant to Section 198(1) of the Companies Act 2016 and Paragraph 15.05(1) of the MMLR and has been assessed to have met all the fit and proper criteria based on Paragraph 2.20A of the MMLR, at minimum, but are not limited to the following:
(a) Probity, Personal Integrity and Reputation
(b) Experience and Competence; and
(c) Time and Commitment
3.1.1 Probity, Personal Integrity and Reputation
• The person or any business in which he has a controlling interest or exercises significant influence, is compliant with the legal obligations, requirements, and standards of a regulatory or professional body, government or its agencies.
• The person has not been investigated, disciplined, suspended or reprimanded by a regulatory or professional body, or been the subject of civil or criminal proceedings in a court or tribunal, whether publicly or privately.
• The person has not participated or engaged in any business practices which are deceitful, oppressive improper (whether unlawful or not), or which otherwise reflect discredit on his professional conduct.
• Service contract or fiduciary appointment had not been terminated in the past because of the concerns on personal integrity.
• The person has not abused his positions to facilitate government relations for the company or has been misleading or acted unfairly or dishonestly in his dealings with his stakeholders.
• The person able to fulfil his financial obligations and manage personal debts or financial affairs satisfactorily, whether in Malaysia or elsewhere, as and when they fall due.
• The person has not been the subject or position of responsibility in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies in that management.
3.1.2 Experience and Competence
The person has the appropriate qualification, skills, practical experience and commitment to effectively fulfil the role and responsibilities of the position.
(i) Qualifications and skills
• Ability to understand, interpret and effectively apply legislative and regulatory changes (including pertinent laws of Malaysia, Bursa Securities Listing Requirements and other legislations).
• Ability to understand the technical requirements of the business, the inherent risks and the management process required to perform his role in a key function in the relevant capacity effectively.
• Ability to lead by example in keeping themselves current and relevant in a changing world and to add value by continually developing their decision-making and problem-solving skills with relevant training courses.
(ii) Relevant experience and expertise
The person possesses relevant and hands-on 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.
(iii) Relevant past performance or track record
The person 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.
3.1.3 Time and Commitment
(i) Ability to discharge role having regard to other commitments
The person able to devote time as a board member, having factored other outside obligations including concurrent board positions held by the director across listed companies and non-listed companies (including not-for-profit organizations).
(ii) Participation and contribution in the board or track record
• demonstrates willingness to participate actively in board activities such as attends meetings well prepared and adds value to board and/or committee meetings
• demonstrates willingness to devote time and effort to understand the company and its business and readiness to participate in events outside the boardroom, such as site visits
• 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
4. Fit and Proper Assessment
The fit and proper assessments must be supported by relevant information in relation to the person being assessed. Where significant reliance is placed on information that is obtained from the person being assessed, and that information is material to the determination of the person’s fitness and propriety, the approved person must take reasonable steps to verify the information against independent sources.
5. Non-disclosure of Sensitive and Confidential Information
Whilst the customised considerations and expectations in this Policy should be disclosed, the Group will not divulge any sensitive and confidential information.