1. The Board

1. The Board of Directors of the Company ("the Board") has adopted a fit and proper policy for the appointment and re-election of Directors (“Policy”) of the Company and its subsidiaries (“Group”).
2. This Policy will enhance the governance of the Company in relation to the Board's quality and integrity, as well as ensure that each of its Directors has the character, experience, integrity, competence, time and commitment to effectively discharge his role as a Director.
3. The Board shall ensure that the fit and proper criteria on the appointment and re-election of Directors of the Group set out in Paragraph 2 are applied on a continuing basis.
4. The Board and the Nomination Committee shall conduct the fit and proper assessment prior to the appointment of any candidate as a Director, or making recommendation for the re-election of an existing Director.

2. The Fit and Proper Criteria

The considerations underpinning the "fit and proper" criteria of each individual candidate or Director include but not limited to the following:

A. Character and Integrity

1. Probity
• he/she is compliant with legal obligations, regulatory requirements and professional standards; and
• he/she has not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court of law.
2. Personal integrity
• he/she 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;




PESONA METRO HOLDINGS BERHAD (201101029741) (957876-T)
- DIRECTORS' FIT AND PROPER POLICY

• his/her service contract (i.e. in the capacity of management or director) had not been terminated in the past due to concerns on personal integrity; and
• he/she 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. Financial integrity
• he/she manages personal debts or financial affairs satisfactorily; and
• he/she demonstrates ability to fulfil personal financial obligations as and when they fall due.
4. Reputation
• he/she is of good repute in the financial and business community; and
• he/she has not been the subject of civil or criminal proceedings or enforcement action, in managing or governing an entity for the past 5 years.

B. Experience and Competence

1. Qualification, training and skills
• he/she 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);
• he/she has a considerable understanding on the workings of a corporation;
• he/she possesses general management skill set as well as understanding of corporate governance and sustainability issues;
• he/she keeps knowledge current based on continuous professional development; and
• he/she possesses leadership capabilities and a high level of emotional intelligence.
2. Relevant experience and expertise
• he/she 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.
3. Relevant past experience or track record
• he/she 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; and

C. Time and Commitment

1. Ability to discharge role having regard to other commitments
• he/she is able to devote time as a Board member, having factored other outside obligations including existing board positions held by the Director in other listed issuers and non-listed entities (including not-for-profit organisations).
2. Participation and contribution in the Board or track record (applicable for re-election of existing directors only)
• he/she demonstrates willingness to participate actively in Board activities;
• he/she demonstrates willingness to devote time and effort to understand the businesses and exemplifies readiness to participate in events outside the boardroom;
• he/she manifests passion in the vocation of a Director;
• he/she exhibits ability to articulate views independently, objectively and constructively; and
• he/she exhibits open mindedness to the views of others and ability to make considered judgment after hearing the views of others.

A person who has been identified for appointment as a Director or for re-election as a Director within the Group shall be required to make the fit and proper declaration in such forms as the Nomination Committee may from time to time recommend.

3. Review of the Policy

This Policy will be reviewed as and when appropriate, to ensure its effectiveness. The Nomination Committee will discuss any revisions that may be required and recommend any such revisions to the Board for approval (if any).

This Policy was adopted by the Board on 29 June 2022 and is made available on the Company's website at www.pesona.com.my.