1. OBJECTIVE

1.1     This Directors’ Fit and Proper Policy is established in compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

1.2     This Policy sets out the proper criteria for appointment and re-appointment of Directors to the Board of Directors (“Board”) of UPA Corporation Bhd and its subsidiaries.

1.3      This policy serves as a guide to the Nomination Committee and the Board in their review and assessment of the fitness and propriety of candidates that are to be appointed onto the Board as well as Directors who are seeking for re-election.

2. CRITERIA

The fit and proper criteria of a candidate in relation to the Directors’ Fit and Proper Policy includes, but is not limited to, the following :

Gratification can be subdivided into the following categories :

2.1       Probity

• Is compliant with legal obligations, regulatory requirements and professional standards
• Has not been obstructive, misleading or untruthful in dealings with regulatory bodies or authority or a court

2.2       Personal integrity

• Has not 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 in the capacity of Director or Management is not terminated in the past due to concerns on personal integrity
• Has not contravene any requirements imposed by authorities or bodies, whether in Malaysia or elsewhere or failed to uphold any professional or ethical standards, or has abetted another person to breach such requirements, professional or ethical standards

2.3       Financial integrity

• Manages personal debts or financial affairs satisfactorily
• Has been and will be able to fulfil his financial obligations, whether in Malaysia or elsewhere, as and when they fall due
• Has not filed for bankruptcy or been declared a bankrupt in any jurisdiction

2.4       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
• Has not contravened any provisions made by or under any written law designed to protect members of the public against financial loss due to dishonesty, incompetence or malpractice
• Has not been substantially involved in the management of a business or company which has fined and/or charged in court for non-compliance of regulatory requirements or been the subject of creditors’ winding-up proceedings

3. EXPERIENCE AND COMPETENCE

In order to perform as an effective member of the Board, a Director must demonstrate the experience and competence requirement to understand the Company’s nature of business, inherent risks and the management process. The Nomination Committee and the Board should consider matters including, but not limited to the following :

3.1      Qualification, training and skill

• Possesses the appropriate education, qualification, experience and expertise which is relevant to effectively perform his duty as a Director
• Has appropriate level of physical and mental fitness
• Keeps updating current knowledge on continuous professional development
• Possesses general management skills as well as understanding of corporate governance and sustainability issues

3.2       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
• Demonstrated satisfactory expertise in the nature of business being conducted and has a satisfactory past performance

4. TIME AND COMMITMENT

Ability to discharge the role as a Director having regard to other commitments

4.1      Is able to devote time as a Board member, having factored other outside obligations including concurrent board position held by the Director across listed issuers and non-listed entities (including not for profit and charitable organisations)

4.2      Participation and contribution in the Board

• Demonstrate willingness to participate actively in Board activities
• Exhibits open mindedness to other views and ability to make considered judgement after hearing the views of others
• Demonstrate willingness to devote time and effort to understand the nature of business of the Company and ready to participate in events outside the boardroom
• Exhibits passion in the vocation of a Director
• Exhibits ability to articulate views independently, objectively and constructively

5. REVIEW OF THE POLICY

The Board reserves the right to review this policy periodically to assess its effectiveness, and to maintain compliance with applicable regulations and requirements.