1. Overview

Eng Kah Corporation Berhad (the “Company”) has adopted the Directors’ Fit and Proper Policy (the “Policy”) concerning ascertaining the fit and proper criteria of Directors for the appointment and re-election of Directors of the Company and its subsidiaries.

2. Policy Objective

2.1    This Policy aims to provide guidance to the Nomination Committee and Remuneration Committee in assessing and review of potential candidates for the appointment and re-election of Directors on the Boards of the Company and its subsidiaries.


2.2    To ensure that each of the directors has the character, experience, integrity, competence and time to effectively discharge his/her role as a director of the Company and its subsidiaries.


2.3    This Policy set out the fit and proper criteria for the appointment and re-election of Directors of the Company and its subsidiaries.

3. Fit and Proper Criteria

3.1    Character and Integrity


3.1.1 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
  • has not been reprimanded or disqualified or removed by a professional or regulatory body in relation to matters with respect to the person’s honesty, integrity or business conduct


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 professional conduct
  • service contract (i.e. in the capacity of management or Director) had not been terminated in the past due to concerns on personal integrity
  • 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


3.1.3 Financial Integrity

  • manages personal debts or financial affairs satisfactorily
  • demonstrates the ability to fulfil personal financial obligations as and when they fall due
  • has not been subjected to a judgment debt which is unsatisfied, either in whole or in part whether in Malaysia or elsewhere


3.1.4 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
  • has not been reprimanded by the Securities Commission Malaysia, Bursa Malaysia Securities Berhad, Suruhanjaya Syarikat Malaysia or any other regulatory authorities in Malaysia


3.2    Experience and competence


3.2.1 Qualifications, training and skills

  • possesses education qualification that is relevant to the skill set that a director is earmarked to bring to bear onto the boardroom (i.e. a match to the board skill set matrix)
  • has a considerable understanding of the business and workings of a corporation
  • possesses general management skills as well as an understanding of corporate governance and sustainability issues
  • keeps knowledge current based on continuous professional development
  • 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, number of subordinates as well as reporting lines and delegated authorities


3.2.3 Relevant past performance or track record

  • had a career of occupying a high-level position in a comparable 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 effectiveness evaluation


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 in 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
  • exhibits open mindedness to the views of others and the ability to make a considered judgment after hearing the views of others

4. Responsibilities of the Board, Nomination Committee and Remuneration Committee

4.1    Nomination Committee and Remuneration Committee shall be directly responsible for conducting reviews and assessments on the fitness and propriety of directors and recommend to the Board.


4.2    The Board shall make final decisions on appointments.

5. Assessment

5.1    The Fit and Proper Criteria should be assessed by the Nominating Committee and Board both prior to initial appointments and at regular intervals annually.


5.2    The Fit and Proper assessments should be incorporated into the director’s annual assessment.


5.3    The information gathered from the assessments is part of the Company’s internal documents and shall not be disclosed or provided to any other party.

6. Disclosure

The nomination and election process of directors including the application of the Company’s fit and proper policy as a factor in determining the board’s decision to appoint or re-elect a director are disclosed in Annual Report.

7. Periodic Review

This Policy shall be reviewed annually by the Nomination Committee and is available on the Company’s website.

Adopted by Board on 25th May 2022