FIT & PROPER POLICY

1.0 INTRODUCTION

1. 1.1 Overview

   The Board of Directors (the “Board”) of CUCKOO International (MAL) Bhd (“CUCKOO” or “Company”) and its subsidiaries (collectively known as the “Group”) is committed to best practices in corporate governance by ensuring that all the directors of the Company possess the character, experience, integrity, relevant range of skills, knowledge, experience, competence and time commitment to carry out their roles and responsibilities as prescribed by the Bursa Malaysia Securities Berhad Main Listing Requirement (“Listing Requirement”) and the Malaysian Code on Corporate Governance (“MCCG”).

   This Fit and Proper Policy (“Policy”) set out the fit and proper criteria for the appointment and re-election of directors of the Company and its subsidiaries (collectively “Directors” and individually “Director”) and the appointment of Key Senior Management.

   This Policy shall guide the Board and the Nomination and Remuneration Committee in their review and assessment of candidates who are to be appointed to the Board as well as existing Directors who are seeking re-election, and the Key Senior Management to ensure that the interest of the Group and the stakeholders are protected.

2.0 KEY SENIOR MANAGEMENT

1. 2.1 For the purpose of this Policy, “Key Senior Management” refers to the senior management personnel comprising of the following: –
   1. Chief Executive Officer (CEO);
   2. Chief Financial Officer (CFO);
   3. Chief Operating Officer (COO);
   4. Chief Marketing Officer (CMO); and
   5. Any other person primarily responsible for the management of CUCKOO or the Group.

3.0 RESPONSIBILITY

1. 3.1 Board’s Commitment and Responsibility

   The Board is committed to ensuring that each Director and the Key Senior Management has the appropriate skill and experience commensurate with the role that he or she holds by conducting assessments of the Directors’ or the Key Senior Management’s fitness and propriety based on this Policy and any other related internal policies

2. 3.2 Nomination & Remuneration Committee

   The Board has delegated its responsibilities to the Nomination & Remuneration Committee for making assessments of persons being considered for nomination or appointment as Directors and Key Senior Management, including re-appointment or re-election of existing Directors, as well as making recommendations to the Board based on such assessments.

   The responsibility to assess the fitness and propriety of Key Senior Management other than the Chief Executive Officer may be delegated by the Nomination & Remuneration Committee to the Chief Executive Officer.

   The Nomination & Remuneration Committee is also responsible for addressing any gaps in the assessment process, and for ensuring that information and documents obtained and collected for fit and proper assessments are kept confidential.

4.0 FIT AND PROPER CRITERIA

The Nomination and Remuneration Committee will assess each candidate for a new appointment or election (including re-appointment or re-election) of Directors and Key Senior Management based on the criteria set under this Section before recommending the appointment or election (including re-appointment or re-election) to the Board for approval. The Nomination and Remuneration Committee has the power not to recommend to the Board the appointment, re-appointment, election or re-election of candidates who do not meet the policy requirements.

A candidate undergoing the fit and proper assessment for director must first not be disqualified from being a director pursuant to the prevailing laws and regulations of Malaysia (in the case of the Group) or the jurisdiction of incorporation of the Company’s subsidiaries.

For the purposes of establishing whether a candidate is fit and proper to hold directorship or position as Key Senior Management in the Group, the Company shall have regard to the following qualities of the said candidate:-

1. Character and integrity;
2. Experience and competence; and
3. Time and commitment.

The assessment of the above qualities shall have regard to the considerations set out in paragraphs 4.1 to 4.3 below. For the appointment of Independent Directors, the requisite independence criteria as stipulated in the Listing Requirements of Bursa Malaysia Securities Berhad shall also apply.

1. 4.1 Character and Integrity
2. 1. Probity
      1. – Is compliant with legal obligations, regulatory requirements and professional standards.
      2. – Has not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court of law.
   2. Personal Integrity
      1. – Has not perpetrated or participated in any business practices which are deceitful, corrupt, oppressive, improper (whether unlawful or not), or which otherwise reflect discredit on his professional conduct.
      2. – Service/Employment contract (i.e. in the capacity of management or director) had not been terminated in the past due to concerns on personal integrity.
      3. – Has not abused his or her positions held in the company or other positions held (e.g. political appointment or public office etc.) to facilitate his or her affairs or affairs of the company or relations with the government for and/or on behalf of the company in a manner that is against the principles of good governance.
   3. Financial Integrity
      1. – manages personal debts or financial affairs satisfactorily.
      2. – Demonstrates ability to fulfil personal obligations as and when they fall due.
   4. Reputation
      1. – Is of good repute in the financial and business community.
      2. – Has not been the subject of civil and criminal proceedings or enforcement action, in managing or governing an entity for the past 10 years.
      3. – Has not been substantially involved in the management of business or company which has filed, where that failure has been occasioned or attributed in part to deficiencies in that person’s integrity and management capabilities.
3. 4.2 Experience and Competence
   1. Qualifications, training and skills
      1. – 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).
      2. – Has a considerable understanding of the business and workings of a corporation.
      3. – Possesses general management skills as well as an understanding of corporate governance and sustainability issues.
      4. – Keeps knowledge of current based on continuous professional development.
      5. – Possesses leadership capabilities and a high level of emotional intelligence.
   2. Relevant experience and expertise
      1. – 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 performance or track record
      1. – 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.
      2. – Possesses commendable past performance record as gathered from the results of the board effectiveness evaluation.
4. 4.3 Time and Commitment
   1. Ability to discharge role having regard to other commitments
      1. – Able to devote time as a board member, having factored in other outside obligations including concurrent board positions/executive duties held by the Directors and the Key Senior Management across other organisations (including not-for-profit organisations).
   2. Participation and contribution to the board or track record (Director)
      1. – Demonstrates willingness to participate actively in board activities.

• 5.0 DECLARATION

  Each candidate is required to complete and execute the Fit and Proper Declaration (the “Declaration”) as set out in Annexure 1. DOWNLOAD >

  The fit and proper assessment on an existing Director or Key Senior Management may also be conducted whenever the Company becomes aware of information that may materially compromise the Director or the Key Senior Management’s fitness and propriety.

• 6.0 DISCLOSURE OF INFORMATION RELEVANT TO FIT AND PROPER ASSESSMENT
  1. 6.1 The Directors and the Key Senior Management are required to disclose to the Company all information that may be relevant to the fit and proper assessment. The Company will take all reasonable steps to ensure compliance with the Personal Data Protection Act 2010 (PDPA) in collecting and using the information about the Director and Key Senior Management as part of the assessment process.
  2. 6.2 Conflicts of interest are required to be disclosed by the Director and Key Senior Management on an initial appointment and ongoing basis.
• 7.0 REVIEW OF THE POLICY

  This Policy shall be reviewed and updated when there is change(s) to the Listing Requirements of Bursa Malaysia Securities Berhad, Malaysian Code on Corporate Governance and/or other applicable laws and regulations enforced at the time being.

• Endorsed by the Board on: 14 August 2024