1. INTRODUCTIONicapital.biz Berhad (“ICAP” or the “Company”)’s Directors’ Fit and Proper Policy (the “Policy”) sets out the fit and proper criteria to ensure the Company has put in place a formal and transparent process for the appointment and re-election of directors of the Company.In formulating this policy, the Company is obliged to comply with the requirements contained in the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad and other applicable rules and regulations.2. OBJECTIVEThe Policy aims at guiding the Nomination Committee and Board of Directors of the Company (the “Board”) in their review and assessment of candidates who are to be appointed to the Board as well as directors who are seeking re-election in complying with the new para 15.01A of MMLR.The Policy ensures that each of the directors of the Company possesses the requisite character, experience, qualification, integrity and competence and time to effectively discharge his/her role as director of the Company.
3. FIT AND PROPER CRITERIA
The fit and proper criteria of directors of the Company include but are not limited to the following:
3.1 Character and integrity:
is compliant with legal obligations, regulatory requirements and professional standards; and
has not been obstructive, misleading or untruthful in dealings with regulatory bodies, a court or stakeholders of the Company.
3.1.2 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/her professional conduct;
service contract (i.e. in the capacity of management or director) has not been terminated in the past due to concerns regarding personal integrity; and
has not abused other positions (i.e. political appointment) to facilitate government relations for the company in a manner that contravenes the principles of good governance.
has been promptly disclosing any possible circumstances that may conflict with the roles and responsibilities of a board member of the Company.
3.1.3 Financial integrity
manages personal debts or financial affairs satisfactorily; and
demonstrates the ability to fulfil personal financial obligations as and when they fall due.
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; and
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 the management of that business or company.
3.2 Experience and competence
3.2.1 Qualifications, training and skills
possesses academic and/or professional qualification, skills and knowledge that is relevant to the skill set that the director is earmarked to bring onto the boardroom (i.e. a match and/or complementing the board skill set matrix);
has considerable understanding of the nature, operations and unique features of a closed-end fund;
keeps knowledge and skills current/up-to-date based on continuous professional development; and
possesses leadership capabilities and a high level of emotional intelligence.
3.2.2 Relevant experience and expertise
possesses relevant experience and expertise with due consideration given to the past length of service, nature and size of business, responsibilities held, as well as exposure to corporate governance, sustainable issues, general regulatory and/or compliance matters necessary to carry out the board’s supervisory and oversight responsibilities.
3.2.3 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 including regulatory and compliance, business performance or operations; and
possesses a commendable past performance record, having regard to the person’s business/employment history, as gathered from the evaluation results of the board effectiveness.
3.3 Time and commitment
3.3.1 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 not-for-profit organisations).
3.3.2 Participation and contribution to the board or track record
demonstrates a willingness to participate actively in board activities;
demonstrates a 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 the ability to articulate views independently, objectively and constructively; and
exhibits open-mindedness to the views of others and the ability to make a considered judgment after hearing the views of others.
4. FIT AND PROPER POLICIES AND PROCEDURES
4.1 The Board and the Nominating Committee shall be directly responsible for conducting assessments on the fitness and propriety of directors of the Company and making decisions on their appointments and re-appointments.
4.2 The Nominating Committee will assess each candidate for the new appointments or re-appointments based on the criteria as stated in Clause 3 of the Policy.
4.3 The fit and proper assessments on each director of the Company within the scope of this Policy shall be conducted by the Company both prior to initial appointments and at regular intervals of at least annually or whenever the Company becomes aware of information that may materially compromise a director’s fitness and propriety.
4.4 The specifications required for the position and other relevant considerations for the position are required to be periodically assessed and reviewed by the Nominating Committee and the Board of Directors to ensure their relevance and alignment with the Company’s nature of business as a closed-end fund.
4.5 The Company will consider the factors set out in Clause 3 above in assessing a director’s fitness and propriety. The factors shall be assessed individually, as well as collectively, considering their relative importance. Failure to meet one factor on its own does not necessarily mean failure to meet the fit and proper criteria. The Company will consider the specific circumstances surrounding a director’s failure to meet specific factors, such as the lapse of time since the occurrence of events, other contributing factors and the significance of the event from the perspective of potential risks posed to the Company.
4.6 The Board should monitor and ensure ongoing compliance of the Policy with other policies and procedures such as Board Charter and Code of Business Conduct and Ethics for Directors.
4.7 The necessary actions should be taken when a director of the Company is assessed to be no longer fit and proper for a specific reason.
This Policy shall be reviewed periodically by the Board and be revised at any time as it may deem necessary in accordance with the needs of the Company, the MMLR and/or any other applicable laws enforced at the time being.