1.1 This Policy sets out the fit and proper criteria for the appointment and re-appointment of Directors to the Boards of Directors of Gamuda Berhad and its subsidiaries (“Gamuda group”).
1.2 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 Gamuda Berhad and its subsidiaries.
1.3 Serve as a guide to the Nomination Committee (“NC”) and the Board of Directors of Gamuda Berhad (“Board”) in their review and assessment of candidates who are to be appointed to the Board as well as Directors who are seeking election or re-election.
2.1 The fit and proper criteria of a Director includes but not limited to the following:
2.1.1 Character and Integrity
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 perpetrated, participated or involved 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;
have no concurrent responsibilities or interest which would contribute to a conflict of interest situation or otherwise impair the ability to discharge duties and responsibilities as a Director of the Company and/or its subsidiaries;
has not abused other positions that he holds or has held in a manner that contravenes principles of good governance and professional ethics.
manages personal debts or financial affairs satisfactorily;
demonstrates ability to fulfil personal financial obligations as and when they fall due;
have not been subjected to a judgment debt which is unsatisfied, either in whole or in part whether in Malaysia or elsewhere.
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 directly involved in the management of a business or company which has failed, where that failure has been occasioned in part by the deficiencies in that management.
2.1.2 Experience and competence
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);
have considerable understanding on the business and workings of a corporation;
financial literacy especially able to read and understand financial statements;
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.
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;
Relevant past performance or track record
had careers of occupying high-level positions in 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.
2.1.3 Time and commitment
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).
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.
3.1 The NC will assess each person for a new appointment or re-appointment of Directors based on the criteria set under paragraph 2.1 before recommending to the Board for approval. The NC has the power not to recommend to the Board the re-appointment of retiring Directors who do not meet the requirements as stated in this policy.
3.2 For the appointment of new Director, the person shall be required to complete the Prospective Directors Information as set out in Annexure 1.
3.3 The results of the assessments are part of the Company’s internal documents and shall not be disclosed or provided to any other party.
4.1 A The NC is responsible for regular reviews of the Policy and making any recommended changes as and when it deemed fit. The Policy shall be aligned to any legal or regulatory changes and the best practices under the Malaysian Code on Corporate Governance.
4.2 The changes to the terms of the Policy shall be subject to the approval of the Board.
The policy applies to all employees, including full-time, part-time and temporaries, and agents, contractors, suppliers and customers of Gamuda Berhad and its subsidiaries and associates (Gamuda Group).
3.1 The whistleblowing policy is primarily for concerns where the interests of others or the Group are at risk. It is designed to encourage employees to report alleged malpractices or misconduct, to ensure that all allegations are thoroughly investigated and suitable action taken where necessary.
3.2 An employee, who had acted in good faith, is protected against adverse employment actions (termination, demotion, suspension, harassment, or other forms of discrimination) for raising allegations of malpractice or misconduct.
3.3 On the other hand, should an employee maliciously raise a matter which he / she knew to be untrue, it would likely constitute a gross misconduct, and would be dealt with under the Company’s Disciplinary Procedures.
3.4 Every effort will be made to protect the anonymity of the whistleblower; however there may be situations where it cannot be guaranteed.
3.5 Malpractice and misconduct Below are some examples, albeit not an exhaustive list, of malpractice or misconduct: (i) Unprofessional treatment of agents, contractors, suppliers or customers by an employee (ii) Criminal offence (iii) Corrupt practice (iv) Defrauding any company in Gamuda Group (v) Sexual harassment (vi) Miscarriage of justice (vii) Endangering the health and safety of any individual (viii) Breach of standing financial instructions (ix) Breach of employee’s code of conduct (x) Deliberate concealment of any of the above.
5.1 An employee who reasonably believes that a malpractice or misconduct is occurring should raise the issue with any of the following Designated Executives
Head of Legal & Secretarial
Head of Internal Audit
5.2 This may be done in person or in writing. If in writing, the nature of concern, the reason for making the disclosure and the details of the individual or party under suspicion should be clearly stated.
5.3 All incidences of whistleblowing to a Designated Executive have to be reported to any Executive Director, or Chairman of the Audit Committee.
5.4 Protection for Whistleblower
5.4.1 Employees who believe they are being penalized in any way for whistleblowing or who believe that there has been cover up of the action disclosed should write to the Chairman of the Audit Committee.
5.4.2 If requested by the whistleblower all reasonable steps will be taken to protect the anonymity of the whistleblower. However under certain circumstances to assist with the investigation the individual’s identity may become known or needs to be revealed but approval will be sought from the whistleblower first for disclosure of the individual’s identity.
5.5 Disciplinary Action
5.5.1 If the claim of malpractice or misconduct is substantiated, appropriate disciplinary action will be taken against the responsible individual(s) which may include termination of employment.
5.5.2 An act of retaliation or victimization against the whistleblower will result in disciplinary action, which may include termination of employment.
5.5.3 The malicious use of the whistleblowing policy will result in disciplinary action against the whistleblowing complainant, up to and including the termination of employment.