The Board of Directors of Pegasus Heights Berhad (“the Company”) has adopted this Directors’ Fit and Proper Policy (“the Policy”) which is intended for the Company and its subsidiaries (collectively referred to as “the Group”).
The Policy serves to guide the Nomination Committee (“NC”) of the Company and its Directors to perform the review and assessment of candidates that are to be appointed onto the Board as well as Directors who are seeking for election or re-election.
This Policy is firmly aligned with the achievement of the Company’s business objectives, values and principles.
For the purpose of establishing whether a person is fit and proper to be elected or re-elected to the Board of the Group, the candidate has to be assessed based on the following criteria:
2.1. Character and Integrity
a. Probity
b. Personal Integrity
c. Financial Integrity
d. Reputation
2.2. Experience and competence
a. Qualifications, training, skills, relevant experience and expertise
b. Relevant past performance or track record
2.3. Time and commitment
a. Ability to discharge role having regard to other commitments
b. Participation and contribution in the board or track record
3.1 Company
The NC will assess each candidate for appointment or re-election based on the criteria set under item 2 before recommending to the Board for approval.
For the appointment of a new Director, the candidate is required to provide a consent in writing to be a director and make a declaration that he is not disqualified from being appointed or holding office as a director of a company under the Companies Act 2016.
3.2 Subsidiaries
Where the candidate is an employee of the Group, the Executive Director will assess each candidate for appointment or re-election based on the criteria set under item 2 before recommending to the Board of the subsidiary of the Company for approval. Such appointments shall also be notified to the Board of the Company.
Where a candidate who is not an employee of the Group is being proposed for appointment or re-election to the Board of the subsidiary of the Company, then the NC will assess such candidate based on the criteria set under item 2 before recommending to the Board for approval.
For the appointment of a new Director, the candidate is required to provide a consent in writing to be a director and make a declaration that he is not disqualified from being appointed or holding office as a director of a company under the Companies Act 2016.
This Policy should be reviewed annually by the NC.
Any revision or amendment to this Policy, as proposed by the Committee or any third party, shall first be presented to the Board for its approval. Upon the Board’s approval, the said revision or amendment shall form part of this Policy and this Policy shall be considered duly revised or amended.
The Policy should be disclosed on the Company’s website.