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FIT AND PROPER POLICY

INTRODUCTION

Greater Bay Holdings Berhad (“GBAY” or the “Company”) is committed to applying Practice 5.5 of the Malaysian Code on Corporate Governance 2021, which dictates that the appointment of Directors of the Company and its subsidiary companies (“the Group”) as well as senior management (collectively referred to as “Key Responsible Persons”) must be based on objective criteria, merit, and with due regard for diversity in skills, experience, age, cultural background, and gender.

This Fit and Proper Policy (the “Policy”) is issued pursuant to the requirements laid out in Paragraph 15.01A of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad. The Policy aims to establish the fit and proper person requirements for the Directors and designated leadership of the Group.

Any Director appointed must be able to devote the required time to serve the Board effectively. The Board shall consider existing board positions held by a Director, which may include positions on the boards of non-listed companies and Group subsidiaries. Any appointment that may cast doubt on the integrity and corporate governance of the Company or its subsidiary companies must be avoided.

Individuals acting as Key Responsible Persons are required to possess the competence, character, diligence, honesty, integrity, and sound judgment to perform the duties of their position in tandem with good corporate governance practices. Accordingly, the Company must prudently manage any risks to its business or financial standing by ensuring that all individuals acting in Key Responsible Person positions remain fit and proper.

The purpose of this Policy is to set out the Group’s approach to assessing the fitness and propriety of persons who hold, or who are to be appointed or elected to, Key Responsible Person positions.

DEFINITIONS
The following definitions shall apply throughout this Policy unless the context requires otherwise:  
“Board” Board of Directors of the Company
“Company” Greater Bay Holdings Berhad
“Directors” Directors of the Company and its subsidiary companies (excluding Directors appointed with sole discretion of  non-controlling shareholders minority shareholders of the subsidiary companies, if any).
“Group” The Company and its subsidiary companies  
“Key Responsible Persons” Key persons that are accountable or responsible for the management and oversight of the Group. These comprise: a) Directors of the Company; b) Managing Director (MD) of the Group including executive directors of subsidiary companies; c) General Manager of Group Finance or chief accountant of the Company; 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.
“NC” Nomination Committee
RESPONSIBILITY

I) The Board’s Commitment and Responsibility

In the application of the Policy, the Board and 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 Managing Director as well as executive heads of subsidiary companies. For other Key Responsible Persons, decisions on appointments and assessments of fit and proper may be made by the Managing Director or a designated committee under the delegated authority of the Board and NC.

The Board is committed to ensuring that each person who holds a Key Responsible Person position has the appropriate skill and experience commensurate with the role that they hold and will make all final determinations on the fitness and propriety of responsible persons.

II) NC Responsibility

The NC is responsible for the assessment of existing Directors or candidates for nomination or appointment as Key Responsible Person, and making recommendations to the Board on these matters.

OBJECTIVES OF THIS POLICY

The objective of this Policy is to set out the parameters used to assess and determine the fitness and propriety of any person appointed as a Director or Key Responsible Person across the Group. It ensures that leaders possess the integrity and competence required to perform their roles, and provides assurance to stakeholders that Directors can fulfill their statutory obligations effectively, honestly, and in the best interests of the Group.

SCOPE

All Directors shall understand, adopt, and adhere to the contents of this Policy as well as other corporate governance procedures referenced herein. All Directors and senior management shall observe the relevant laws, rules, and regulations that govern the business and day-to-day operations of the Group.

KEY PRINCIPLES

The key principles of the Group Fit and Proper Policy are:

Principle 1

Probity, Personal Integrity and Reputation

Key Responsible Persons must possess exemplary qualities such as honesty, integrity, diligence, fairness and ethical behavior.

Principle 2

Experience, Competency and Capability

Key Responsible Persons must possess certain skills, experience, abilities and commitment that they can offer to serve the Company accordingly.

Principle 3

Financial Integrity

Key Responsible Person must have financial soundness and ability to manage his/her debts or financial affairs prudently.

Principle 4

Time Management and Commitment

Key Responsible Persons must be able to discharge their roles effectively, having regard to other commitments, concurrent board positions (complying with the maximum limit of five directorships in listed issuers under the MMLR), boardroom participation, contribution, and past track records.

Principle 5

Record Keeping

The Group must ensure proper record-keeping on all relevant documentation for fit and proper and maintain a high degree of confidentiality on such reports.

Principle 6

Responsible Party for the Fit and Proper Exercise

The Board of Directors must carry out its responsibility to conduct and oversee the fit and proper exercise on the Directors.

 

POLICY STATEMENTS

All Directors must complete an annual declaration to the effect that they remain a Fit and Proper person as defined in this Policy.

PRINCIPLE 1: PROBITY, PERSONAL INTEGRITY AND REPUTATION

The Key Responsible Persons must possess exemplary qualities such as honesty, integrity, diligence, fairness, ethical behavior, and be assessed on whether they have, in Malaysia or elsewhere:

  1. Been convicted of any criminal proceedings or subject to any major investigations of a criminal or fraudulent nature (including companies where they may have controlling interest or exercise significant influence);
  2. Maintained any association or dealings (including via companies where they hold a controlling interest or exercise significant influence) with an entity or individual subject to criminal proceedings or ongoing regulatory investigations;
  3. Shown strong disregard and objection for corporate governance, internal controls and any applicable rules and regulations set by the authorities or regulators, including a strong objection or lack of willingness to cooperate with any authorities or regulators;
  4. Been involved in any fraudulent, illegal or unethical business practices; and/or
  5. Been dismissed, asked to resign, resigned or retired from employment or from a position of trust, fiduciary appointment or similar position due to matters pertaining to his/her conduct.

PRINCIPLE 2: EXPERIENCE, COMPETENCY AND CAPABILITY

Key Responsible Persons must possess certain skills, experience, abilities and commitment, and be assessed on whether they have, in Malaysia or elsewhere:

  1. The necessary education, professional qualifications, continuous training, and/or practical experience to effectively fulfill their roles and responsibilities;
  2. Relevant industry expertise, with due consideration given to their past length of service, the nature and scale of businesses they managed, their prior responsibilities, and their levels of delegated authority;
  3. Direct experience in leading or driving an organization’s corporate governance, financial management, or core business operations; and
  4. A commendable, clean professional track record.

PRINCIPLE 3: FINANCIAL INTEGRITY

Key Responsible Persons must have financial soundness and the ability to manage their debts or financial affairs prudently, and must be assessed on whether they have, in Malaysia or elsewhere:

  1. Been and will be able to fulfill their personal and professional financial obligations as and when they fall due;
  2. Not been subjected to a judgment debt which remains unsatisfied, either in whole or in part, or was not satisfied within a reasonable period of time;
  3. Consistently met the relevant personal solvency requirements; and/or
  4. Filed for personal bankruptcy, been adjudged bankrupt, or had personal assets sequestered or liquidated.

PRINCIPLE 4: TIME MANAGEMENT AND COMMITMENT

In assessing a person’s time and commitment, the Board and NC must consider factors which include, but are not limited to the following:

  1. Whether the person has the ability to discharge the role and responsibility of the position, displays willingness for the position, and exhibits the ability to articulate relevant views independently, objectively, and constructively;
  2. Whether the person has been and will be able to devote the required time to understand the business, considering outside commitments including concurrent board positions, and is able to make the effort to serve the role effectively; and
  3. Whether the person exhibits open-mindedness to the views of others and can make a considered judgment after hearing alternative perspectives.

PRINCIPLE 5: RECORD KEEPING

The Group must ensure proper record-keeping on all relevant documentation for fit and proper purposes and maintain a high degree of confidentiality on such reports. The documentation regarding fit and proper status shall be retained by the Company Secretariat securely and confidentially. All such documents shall be retained for a mandatory period of seven (7) years.

PRINCIPLE 6: RESPONSIBLE PARTY FOR THE FIT AND PROPER EXERCISE

The responsible parties authorized to conduct background checks, verify independent sources, and secure declarations for both existing Key Responsible Persons and new hires shall be the Board of Directors, the Nomination Committee, and the Company Secretary.

PROCEDURES

The process for assessing the fitness and propriety of the Directors of the Group entails the following steps:

  1. Skills Mapping: Identification of specific skills and competency gaps required for new candidates relative to the existing assessment criteria.
  2. Sourcing & Evaluation: Consideration of prospective candidates from a range of sources, including via independent registries (e.g., ICDM) and referrals, and the annual performance evaluation of existing Directors slated for re-election.
  3. NC Assessment: Conduct of the formal “Fit and Proper” assessment by the NC with guidance from the evaluation forms and where required, any background checks, against the criteria set out in this Policy.
  4. Interview & Interaction: Interactions and interviews between the NC, the candidate, and existing Board members.
  5. NC Deliberation: Formal evaluation, deliberation, and clear confirmation by the NC that the candidate or existing Director is fit and proper.
  6. Recommendation: Submission of formal recommendations by the NC to the Board for approval.
  7. Board Decision: Final decision and approval by the Board regarding the recommended appointment of a new candidate or the re-election endorsement of an existing Director.

The process of assessing the fitness and propriety of the other Key Responsible Persons (asides from the Directors of the Group) shall remain within the responsibility of the Managing Director of the Group.

REVIEW OF THIS POLICY

This Policy shall be reviewed periodically by the Board and revised as necessary to ensure continued alignment with the strategic needs of the Company, updates to the Bursa Malaysia MMLR, and changes to any other applicable laws or corporate governance codes.

This Policy was adopted on 24 August 2026.

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