Fit And Proper Policy

 

 

1. PURPOSE

The purpose of the Fit and Proper Policy (“Policy”) is to set out the approach to the assessment of the fitness and propriety for the selection of candidates that are proposed to be appointed or elected / re-elected as the directors as well as the senior management (collectively referred as “Key Responsible Person”), for Game On Holding Sdn Bhd and its Subsidiary Companies (collectively referred as “Group”). Key Responsible Person are the key persons who are accountable or responsible for the management and oversight of the Group. These comprise: a. Directors of the Group; b. Chief Executive Officers (CEO) or Managing Director (MD) of the Group including CEO or MD of subsidiary companies; c. Chief Financial Officer (CFO) or Financial Controller, Finance Director of the Group, Finance Director, Financial Controller or Chief Accountant of subsidiary companies. d. Any person performing a senior management function who has primary or significant responsibility for the management and performance of significant business activities of the Group; and e. Any person who has primary or significant responsibility for key control functions.

 

2. COMPLIANCE REQUIREMENTS

2.1 This Policy has been prepared to ensure compliance with the relevant provisions of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) and the Malaysian Code on Corporate Governance 2021 (“MCCG”). Reference is also made to the guidance provided in Bursa Securities’ Corporate Governance Guide. 2.2 The appointment of board and senior management are based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender. 2.3 Directors appointed should be able to devote the required time to serve the board effectively. The board should consider the existing board positions held by a director, including on boards of non-listed companies. Any appointment that may cast doubt on the integrity and governance of the Company should be avoided.

 

3. RESPONSIBILITY

The Board of Directors (“Board”) and Nomination Committee (“NC”) are primarily responsible for ensuring that all Key Responsible Persons fulfil fit and proper requirements and for conducting assessments of the fitness and propriety of Directors and the Group CEO as well as CEO/MD of subsidiary companies.

The NC is responsible to assess the existing directors or candidates as per Fit and Proper Policy and make the relevant recommendation to the Board on the proposal regarding appointment and re-election of Key Responsible Person, and making recommendations to the Board on these matters.

For other Key Responsible Persons, decisions on appointments and assessments of fit and proper may be made by the Group CEO or a designated committee under the delegated authority of the Board and NC.

 

4. FIT AND PROPER CRITERIA

Any person to be appointed or re-elected as a Key Responsible Person of the Group or a nominee director or representative on the boards of joint venture companies and associate companies must not be disqualified and has been assessed to have met all the fit and proper criteria based on, at minimum, the following: a. character and integrity; b. experience and competence; and c. time and commitment. 4.1 Character and integrity;

 

a. 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.

 

b. 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.

 

c. 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.
  • 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.

 

d. Financial integrity

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

 

4.2 Experience and Competence a. Qualifications, training and skills.

  • possesses education qualification that is relevant to the skill set that the director is earmarked to bring to bear onto the boardroom (i.e. a match to the board skill set matrix).
  • has a considerable understanding on the 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 and a high level of emotional intelligence.

 

b. 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.

 

c. 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.

 

4.3 Time and Commitment a. 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). b. 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 judgment after hearing the views of others.

 

 

5. ASSESSMENT OF FITNESS AND PROPRIETY

5.1 The fit and proper assessments on each Key Responsible Person must be made before the appointment or re-election. 5.2 All Key Responsible Person are required to declare that he or she remains a fit and proper person on an annual basis. 5.3 Where an existing Key Responsible Person no longer satisfies the fit and proper requirements, the Company or the Group must take all steps to remove that person from the responsible person position.

 

 

6. PERIODIC REVIEW OF THE FIT AND PROPER POLICY AND REPORTING REQUIREMENTS

The NC shall review this Policy once in two (2) years or upon changes to the relevant rules and regulations, whichever is earlier and make the appropriate recommendation to the Board on any proposed amendments to the Policy. Periodic review would also be made to ensure the relevance and alignment with the Group’s needs and structure as well as material changes in the business and risk profile of Key Responsible Person. This Policy was adopted on 1 January 2025.