Terms of Reference
Remuneration Committee

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TECHFAST HOLDINGS BERHAD (647820-D)
TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE

1. Objectives
1.1 To assist the Board of Directors (“the Board”) in ensuring that the Executive Directors and key senior managerial staff of the Techfast Group (“the Group”) are fairly rewarded for their individual contributions to the Group’s overall performance and that the levels of remuneration package are sufficient to attract, retain and motivate the Executive Directors and key senior management staff
needed to manage the business of the Group successfully. The determination of remuneration package of Non-Executive Directors is a matter for the Board as a whole.

2. Authority
2.1 The Committee is authorised and empowered by the Board to act within its Terms of Reference, to obtain the resources which it requires including but not limited to obtaining advice from expert advisers, both internal and external, and to have full and unrestricted access to information to enable the Committee to fulfill its objectives.
2.2 Each and every member of the Committee shall be vested with such power and authority, specific or general, as may from time to time be decided upon by the Board.

3. Duties and Responsibilities
3.1 To review and recommend to the Board the remuneration package of Executive Directors and key senior management staff and any other reward scheme to attract, retain and motive the Executive Directors and key senior management staff needed to manage the business of the Group successfully.
3.2 To recommend to the Board the terms of employment and remuneration package of new Executive Directors and key senior management staff
3.3 To provide an objective and independent assessment of the benefits granted to Executive Directors and key senior management staff
3.4 To conduct continued assessment of Executive Directors and key senior management staff to ensure that their remuneration package is reflective of their respective responsibilities and commitments.
3.5 To establish a formal and transparent procedure for developing a policy on fixing the remuneration package of Executive Directors and key senior management staff.
3.6 To perform any other functions as and when delegated by the Board from time to time

4. Membership
4.1 The Committee shall be appointed by the Board from amongst their number and shall comprise not less than three (3) members, the majority of whom are nonexecutive directors.
4.2 The members of the Committee shall elect a Chairman from amongst their number who shall be a non-executive director and appointed by the Board.
4.3 If the number of members is reduced to below three (3) for any reasons, the Board shall, within three (3) months of that event, appoint such number of new members as may be required to make up the minimum number of three (3) members.
4.4 The appointment of a Committee member shall be terminated when the member ceases to be a Director.

5. Meetings
5.1 The Committee meets as and when required, and at least once a year.
5.2 The quorum of each meeting shall be two (2) members, majority of whom shall be non-executive directors.
5.3 Meetings of the Committee shall be governed by provisions of the Company’s Articles of Association relating to Board meetings except in so far as the same are not amended in these Terms of Reference.
5.4 Decisions of the Committee may be made by way of a circular resolution, signed by all the members of the Committee.
5.5 The Company Secretary(ies) shall be the Secretary(ies) of the Committee who shall record the proceedings of all meetings of the Committee.
5.6 Minutes of each Committee meeting shall be kept and distributed to all the Committee members. The minutes of each Committee meeting shall be presented at Board Meeting and the Chairman of the Committee shall report on each Committee
meeting to the Board.

Terms of Reference
Nomination Committee

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TECHFAST HOLDINGS BERHAD (647820-D)

TERMS OF REFERENCE OF THE NOMINATION COMMITTEE

OBJECTIVES

The principle objectives of the Nomination Committee (“Committee”) are as follows:

1.1 To assist the Board of Directors (“Board”) of Techfast Holdings Berhad (“Techfast” or “Company*) in assessing existing directors and identifying, nominating, selecting and orienting new directors to enhance corporate governance.

1.2. To assist the Board in ensuring that appointments are made on merit against an agreed specification.

1.3. To assist the Board in identifying and reviewing on an annual basis the required mix of skills, experience, diversity (including gender diversity) and other qualities, including core competencies which non-executive directors should bring to the Board and which
the Board requires for it to function completelition and efficiently.

1.4. To assist the Board in reviewing the size of the Board with a view of determining the impact of the number upon its effectiveness.

1.5.To assist the Board in evaluating and selecting suitable candidate(s) to fill any vacancy within the Committee.

AUTHORITY

2.1 The Committee is authorised and empowered by the Board to act within its Terms of Reference, to obtain the resources which it requires including but not limited to obtaining advice from expert advisers, both internal and external, and to have full unrestricted access to information to enable the Committee to fulfill its objectives.

2.2 Each and every member of’ the Committee shall be vested with such power and authority, specific or general, as may from time to time be decided upon by the Board.

DUTIES AND RESPONSIBILITIES

3.1 To assess and recommend as it deems fit any suitable candidate proposed by shareholders or Board for directorships to the Board.

3.2 To consider, in making its recommendations, candidates for directorships proposed by the Executive Chairman and, within the bounds of practicability, by any other senior executive or any director or shareholder.

3.3 To recommend to the Board, directors to fill the seats on the committees of the Board.

3.4 To identify and review the core competencies and skills required of Board members to best serve the business and operations of the Techfast Group as a whole and the optimum size of the Board to reflect the desired skills and competencies and diversity.

3.5 To review the size of non-executive participation, Board balance and determine if additional Board members are required and also to ensure that at least one-third of the Board is independent.

3.6 To recommend to the Board the appropriate number of directors which fairly reflects the investments of the minority shareholders in the Company, and whether the current Board representation satisfies this requirement.

3.7 To undertake an annual review of the required mix of skills, experience, diversity (including gender diversity) and other qualities including core competencies which the non-executive directors should bring to the Board and to disclose this in the Company’s Annual Report.

3.8 To identify the criteria and formalise procedures to assess the effectiveness of the Board, the committees of the Board and the contributions of each individual director.

3.9 To review the term of office and performance of an audit committee and each of its members annually to determine whether such audit committee and members have carried out their dates in accordance with their terms of reference.

3.10 To report all its recommendations to the Board for its consideration and implementation.

3.11 To formulate relevant guidelines and procedures to enable the Committee to function effectively and achieve its objective.

3.12 To perform any other functions as delegated by the Board.

MEMBERSHIP

4.1 The Committee members shall be appointed by the Board from amongst their number and shall not be less than three (3) members. The Committee shall be comprised exclusively of non-executive directors only, a majority of whom must be independent Directors.

4.2 The members of the Committee shall elect a Chairman from amongst their number who shall be an independent director and appointed by the Board.

4.3 If the number of members of the Committee is reduced to below three (3) for any reasons the Board shall, within three (3) months of that event, appoint such number of new members to make up the minimum number of three (3) members.

4.4 The Committee member also terminates their position on the Committee when that member ceases to be a director.

MEETINGS

5.1 The Committee will meet at least once a year or more frequently as deemed necessary, or when the need arises.

5.2 The quorum of each meeting shall be two (2) members, majority of whom are independent directors.

5.3 Reasonable notice of meeting shall be given in writing to all Members of the Committee,
except in the case of an emergency.

5.4 Meetings of the Committee shall be governed by the provisions of the Company’s Articles of Association relating to Board meetings except in so far as the same are not amended in these Terms of Reference.

5.5 Decisions of the Committee may be made by way of a circular resolution in writing, signed by all the members of the Committee.

5.6 The Secretary(ies) of the Company shall be the Secretary(ies) of the Committee who shall record the proceedings of all meetings of the Committee.

5.7 Minutes of each Committee meeting shall be kept and distributed to all the Committee members. The minutes of the Committee meeting shall be presented at the Board Meeting and the Chairman of the Committee shall report on each Committee meeting to the Board

Terms of Reference
Audit Committee 2018

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TERMS OF REFERENCE

Membership

The Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of not less than three (3) members, all the members must be non-executive directors with a majority of them being independent directors and at least one member of the Committee must be a member of the Malaysian Institute of Accountants or such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.

The member of the Audit Committee shall elect a chairman from among their number who shall be an independent director.

No alternate director shall be appointed as a member of the Audit Committee.

Any former key audit partner would need to observe a cooling off-period of at least 2 years before being appointed as member of the Audit Committee.

Authority

As empowered by the Board, the Audit Committee shall:

  • have explicit authority to investigate any matter within its terms of reference;
  • have the resources which are required to perform its duties;
  • have full and unrestricted access to any information, records, properties and personnel including the chief executive officer and/or the chief financial officer of the Company and of the Group which it requires in the course of performing its duties;
  • have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;
  • be able to obtain independent professional or other advice in the performance of its duties at the cost of the Company;
  • be able to invite outsiders with relevant experience to attend its meeting if necessary; and
  • be able to convene meetings with external auditors, the internal auditor(s) or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary.

Management shall provide the fullest co-operation in providing information and resources to the Audit Committee, and in implementing or carrying out all requests made by the Audit Committee.

Duties and Responsibilities

The duties of the Committee shall be:

  1. to review the quarterly and annual Financial Statements with both the external auditors and management before approval by the Board, focusing particularly on:
    • changes in accounting policies and practices;
    • implementation of major accounting policy changes;
    • significant matters highlighted including financial reporting issues, significant judgment made by management, significant and unusual events or transactions, and how these matters are addressed; and
    • compliance with accounting standards and other legal requirements.
  1. to review with external auditors:
    • their audit plan, encompassing the nature and scope of the audit before the commencement of the audit;
    • their evaluation of the system of internal controls;
    • their audit report;
    • their audit findings; and
    • the assistance given by the employees of the Company to the external auditors.
  1. to review the adequacy of the scope, functions, competency and resources of the internal audit function and that it has the necessary authority to carry out its work;
  1. to review internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
  1. to review the effectiveness of the internal control and management information systems;
  1. to review any related party transaction and conflict of interest situation that may arise within the Company or Group, including any transaction, procedure or course of conduct that raises questions on the integrity of management;
  1. to review any letter of resignation from the external auditors of the Company;
  1. to review any management letter sent by the external auditors to the Company and the management’s response to such letter;
  1. to review whether there is reason (supported by grounds) to believe that the Company’s external auditors are not suitable for re-appointment;
  1. to make recommendations to the Board on the nomination and remuneration of the external auditors;
  1. to review the assistance given by the Company’s officers to the external auditors;
  1. to oversee and recommend appropriate risk management policies and procedures of the Company; and
  1. to carry out any additional duties which may arise from time to time as prescribed by the Board.

Meetings

Meetings shall be held not less than four (4) times a year and such additional meetings as the Chairman may decide to fulfill its duties. The external auditors may request a meeting if they consider this necessary.

The Committee may require any employee and/or the external auditors and/or the internal auditor(s) to attend meetings. If necessary, the Committee shall meet with the external auditors without any Executive Director present.

In order to form a quorum in respect of a meeting of an audit committee, the majority of members present must be independent director. A quorum at each meeting shall be two (2) members.

If the Chairman is not present, the members present shall elect one (1) of their members to be the Chairman of the Meeting.

Retirement and Resignation

A member of the Audit Committee who wishes to retire or resign should provide sufficient written notice to the Company so that a replacement may be appointed before he leaves. In the event of any vacancy in the Audit Committee resulting in the non-compliance of the above recruitment, the Board must fill the vacancy within (3) months.

Secretary of the Audit Committee

The Company Secretary shall be the Secretary of the Audit Committee.

Rights of External / Internal Auditors

The external auditors and internal auditors (if any) have the right to appear and be heard at any meeting for the Audit Committee and shall so appear when required by the Audit Committee.

Upon the request of the external auditors or internal auditors (if any), the Chairman of the Audit Committee shall convene a meeting of the Committee to consider any matters that the auditors believe should be brought to the attention of the directors or shareholders. The Committee may invite any persons to be in attendance to assist in its deliberations.

Functional Independence

The Audit Committee shall function independently of the other directors and officers of the Group. Such other directors and officers may attend any particular Audit Committee meeting only upon invitation by the Audit Committee, specific to the relevant meeting.

Other than as provided herein, the Audit Committee may regulate its own procedures including the calling of meeting, the notice to be given of such meetings, the voting and proceedings thereat, the keeping of minutes and the custody, production and inspection of such minutes.

Board Charter

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Fast Energy Holdings Berhad  (formerly known as Techfast Holdings Berhad) (647820-D) BOARD CHARTER
  1. Purpose of the Charter
    1. The Board of Directors of Fast Energy Holdings Berhad (formerly known as Techfast Holdings Berhad) (“the Board”) is fully committed to maintaining a high standard of corporate governance throughout the Fast Energy Holdings Group for long-term sustainable business growth and the protection and enhancement of shareholder’s value.
    2. This Charter sets out the standard and principles governing the Board processes and outlines the roles, functions and responsibilities of the Board in accordance with the authority conferred by the Memorandum and Articles of Association of the Company along with the provisions of the Companies Act, Bursa Securities ACE Market Listing Requirements (“Listing Requirements”) and the principles set out in the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”).
    3. This Charter was adopted by the Board on 23 February 2017. The Board shall review and enhance the Board Charter from time to time as it deems appropriate.
  2. Responsibilities of the Board
    1. The Board is led by the Executive Chairman and is supported by the Board members with experience in a wide range of expertise an they collectively play an important role in the stewardship of the Group. 
    2. The Board is primarily responsible for setting the strategic direction and the control systems of the Group. It then delegates the implementation and monitoring of these set directions and controls systems to the Management. 
    3. The responsibilities of the Board include the following: 
      1. Formulate, review, evaluate, adopt and approve the strategic plans and policies for the Company and the Group;
      2. Oversee and monitor the conduct of businesses and financial performance and major capital commitments of the Company and the Group; 
      3. Review and adopt financial results of the Company and the Group, monitor compliance with applicable accounting standards and the integrity and adequacy of financial information disclosure; 
      4. Formulate, review and approve major corporate proposals such as business acquisitions, new business ventures or joint ventures of the Group; 
      5. Identify principal risks and assess the appropriate risk management systems to be implemented to manage these risks; 
      6. Establish and oversee human resource planning for the Company and the Group including the remuneration and compensation policy thereof;
      7. Review and determine the adequacy and integrity of the internal control systems and management information of the Company and of the Group;
      8. Deliberate on proposals presented and recommended, including those proposed by its committees; and
      9. Formulate, review and approve policies relating to the Company such as any branding and investor relations and shareholder communication initiatives. 
  3. Matters Reserved for the Board
    1. There is a schedule of matters reserved specifically for the Board’s decision and approval which includes: 
      • annual business plans and budgets; 
      • strategic plans;
      • material acquisitions and disposals of assets not in the ordinary course of business; 
      • investments in projects requiring major capital investment; 
      • financial results and financial statements; 
      • dividend recommendations; 
      • changes to the composition of the Board and Board Committees; 
      • appointment of external auditors and their fees; and
      • banking facilities. 
  4. Composition of the Board
    1. The Company’s Articles of Association provides for a minimum of two (2) and and a maximum of twelve (12) directors. The Board is currently comprised of one (1) Executive Chairman, one (1) Group Managing Director and three (3) Independent Non-Executive Directors. 
    2. The Board complies with paragraph 15.02 of Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) for the ACE Market which states that at least two (2) directors or one-third (1/3) of the board of directors of a listed company must be independent directors.
    3. Independent Directors of the Board shall serve for a maximum cumulative term of nine (9) years. 
  5. Independence
    1. Where the Chairman of the Board is not an Independent Non-Executive Director, the Board must comprise a majority of Independent Non-Executive Directors to ensure the balance of powers, authority and independence of the Board.
    2. The tenure of an Independent Non-Executive Director, unless approved by the shareholders for such further period, shall not exceed a cumulative term of nine (9) years.
    3. Upon exceeding the tenure nine (9) years, an Independent Director may continue to serve on the Board subject to the Director’s re-designation as a Non-Independent Director or upon approval being obtained from the shareholders to retain him/her as an Independent Non-Executive Director.
    4. A candidate for appointment as an Independent Non-Executive Director  must first provide to the Nomination Committee a declaration and confirmation on his/her independence for the Nomination Committee members’ consideration in his/her appointment.
  6. Segregation of Roles
    1. Executive Directors
    2. The Executive Directors have the responsibility of making and implementing operational decisions, running Fast Energy Holdings Group’s business and supporting the Group Managing Director’s role in ensuring the effective management of the Fast Energy Holdings Group’s day to day operations.
    3. Non-Executive Directors
    4. The Non-Executive Directors ensure that business and investment proposals presented by management are fully deliberated and examined. They perform a key role by providing unbiased and independent views, advice and judgment, which take into account the interests of the Fast Energy Holdings  Group and all its stakeholders including shareholders, employees, customers, business associates and the community as a whole.
    5. Senior Independent Non-Executive Director
    6. The Senior Independent Non-Executive Director serves as a designated contact to whom concerns pertaining to the Fast Energy Holdings Group may be conveyed by shareholders and other stakeholders. The identity and contact of the Senior Independent Non-Executive Director shall be disclosed in the annual report of the Company.
  7. Appointment and Re-Appointment to the Board
    1. The Nomination Committee is empowered to identify and recommend new appointments of Executive and Non-Executive Directors to the Board and Board Committees. In discharging this duty, the Nomination Commitee will assess the suitability of an individual to be appointed to the Board and Board Committees by taking into account the individual’s skills, knowledge, expertise and experience, professionalism and integrity.
    2. In accordance with the Articles of Association, all Directors who are appointed by the Board shall retire from office at least once every three (3) years but shall be eligible for re-election at the next Annual General Meeting (“AGM”). The Directors to retire in each year are those who have been longest in office since their last election or appointment.
    3. The Directors shall have powers at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director, but the total number of Directors shall not at any time exceed the maximum number fixed by the Articles of Association. Any Director so appointed shall hold office only until the next AGM and shall then be eligible for re-election, but shall not be taken into account in determining the number of Directors who are to retire by rotation at such meeting.
    4. A Director must not hold more than five (5) directorships in listed issuers.
  8. Board Meetings
    1. Board meetings are tentatively scheduled in advance at the end of the prior calendar year to enable the Board members to plan their schedules accordingly. The actual meeting date is still subject to confirmation with Directors when it is closer to the date to allow for any unexpected engagements that may take priority. 
    2. A minimum of four (4) meetings a year shall be planned and additional meetings will be called at any time, as and when required.
    3. The notice containing the agenda of the meeting shall be circulated by the Company Secretary to every member of the Board prior to the meeting.
    4. All Board meetings shall be chaired by Chairman of the Board. Where the Chairman is absent, the Directors present shall elect one (1) of their members to be the Chairman of the meeting.
    5. The quorum for each meeting shall be at least two (2) Directors.
    6. In the absence of a meeting, issues shall be resolved by way of circular resolutions, signed by majority of directors present in Malaysia.
    7. The head of finance, internal audit and any other relevant departments are responsible to gather and supply the requisite copies of reports containing all necessary and essential information for the purpose of the meeting for the compilation and circulation by the Company Secretary prior to the meeting.
    8. The appropriate key senior management personnel of the Company or its subsidiaries shall attend such meeting based on invitation basis where their presence is considered appropriate as determined by the Chairman or the Executive Directors.
    9. Minutes of all proceedings of the Board meetings signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting shall be evidence of the proceedings to which it relates.
    10. Where a potential conflict of interest arises, the Director concerned shall declare his or her interest and abstain from the decision making process.
  9. Board Committees
    1. The Board delegates certain responsibilities to the Board Committees, all of which operate within defined terms of reference to assist the Board in the execution of its duties and responsibilities.
    2. The respective Committees report to the Board on matters discussed and deliberated and makes recommendations to the Board for final decision. There are now three (3) Board Committees, namely, Audit Committee, Nomination Committee and Remuneration Committee. 
    3. Audit Committee 
    4. The Audit Committee assists the Board in the effective discharge of its fiduciary responsibilities for corporate governance, timely and accurate financial reporting and development of sound internal controls.
    5. Nomination Committee
    6. The Nomination Committee assists the Board in proposing new nominees for the Board and Board Committees, orienting new directors, identifying and reviewing the desired mix of skills, experience, qualifications and other core competencies and assessing the Directors on an ongoing basis.
    7. Remuneration Committee
    8. The Remuneration Committee assists the Board in ensuring that the Executive Directors and key senior managerial staff of the Fast Energy Holdings Group (“the Group”) are fairly rewarded for their individual contributions to the Group’s overall performance and that the levels of remuneration package are sufficient to attract, retain and motivate the Executive Directors and key senior management staff needed to manage the business of the Group successfully.
  10. Directors’ Training and Development
    1. In addition to the Mandatory Accreditation Programme as required by Bursa Securities, the Directors are encouraged to attend various training programmes conducted by competent professionals and which are relevant to the Company’s operations and business.
    2. The Company will, on an on-going basis, make available to the Directors, at the Company’s cost, professionally conducted programs to ensure Directors are acquainted with the latest development to equip themselves with the relevant knowledge and ideas to discharge their duties and sustain active participation during Board deliberations.
    3. The Directors are required to disclose the trainings they have attended during a financial year in the Company’s Annual Report.
  11. Access to Information and Advice
    1. The Directors (Executive and Non-Executive) shall have the same unrestricted right of access to all information relating to the business, operations and governance of the Fast Energy HoldingsGroup in a timely manner whether as a full Board or in their individual capacity, in furtherance of their duties.
    2. All Directors may collectively or individually seek external or independent professional advice and/or assistance from relevant experts in furtherance of their duties and at the Company’s expense.
  12. Directors’ Code of Ethics
    1. The Board had adopted the Code of Ethics for Company Directors by the Companies Commission of Malaysia. In performance of his duties, a director should at all times observe the following codes: 
      1.     Should have a clear understanding of the aims and purpose, capabilities and capacity of the company;
      2.     Should devote time and effort to attend meetings and to know what is required of the board and each of its directors, and to discharge those functions;
      3.     Should ensure at all times that the company is properly managed and effectively controlled;
      4.     Should stay abreast of the affairs of the company and be kept informed of the company’s compliance with the relevant legislation and contractual requirements;
      5.     Should insist on being kept informed on all matters of importance to the company in order to be effective in corporate management;
      6.     Should limit his directorship of companies to a number in which he can best devote his time and effectiveness; each director is his own judge of his abilities and how best to manage his time effectively in the company in which he holds directorship;
      7.     Should have access to the advice and services of the company secretary, who is responsible to the board to ensure proper procedures, rules and regulations are complied with;
      8.     Should at all times exercise his powers for the purposes they were conferred, for the benefit and prosperity of the company;
      9.     Should disclose immediately all contractual interests whether directly or indirectly with the company;
      10. Should neither divert to his own advantage any business opportunity that the company is pursuing, nor may he use confidential information obtained by reason of his office for his own advantage or that of others;
      11. Should at all times act with utmost good faith towards the company in any transaction and to act honestly and responsibly in the exercise of his powers in discharging his duties;
      12. Should be willing to exercise independent judgement and, if necessary, openly oppose if the vital interest of the company is at stake; 
      13. Should be conscious of the interest of shareholders, employees,   creditors and customers of the company; 
      14. Should at all times promote professionalism and improve the competency of management and employees; 
      15. Should ensure adequate safety measures and provide proper protection to workers and employees at the workplace; 
      16. Should ensure that necessary steps are taken in accordance with the law to properly wind-up or strike off the company register if the company has not commenced business or has ceased to carry on business and is not likely to commence business in the future or resume business as the case maybe;
      17. Should adopt an objective and positive attitude and give the utmost cooperation for the common good when dealing with government authorities or regulatory bodies;
      18. Should ensure the effective use of natural resources, and improve quality of life by promoting corporate social responsibilities;
      19. Should be proactive to the needs of the community and to assist in society-related programmes in line with the aspirations of the concept of ‘Caring Society’ in Vision 2020; and 
      20. Should ensure that the activities and the operations of the company do not harm the interest and well-being of society at large and assist in the fight against inflation
  13. Whistle Blower Policy
    1. Group’s Whistle Blower Policy was adopted by the Board on 23 February 2017. The Policy is aimed at protecting the integrity, transparency, impartiality and accountability where the Fast Energy Holdings Group of Companies conducts its business operations. The Whistle Blower Policy provides a structured reporting channel and guidance to all employees and external parties to whistleblow without the fear of victimisation.

Directors' Fit and Proper Policy

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Fast Energy Holdings Berhad  (formerly known as Techfast Holdings Berhad) (647820-D) DIRECTORS’ FIT AND PROPER POLICY
  1. OBJECTIVE
    1. The objective of this Directors’ Fit and Proper Policy (“Policy”) is to guide the Nomination Committee (“NC”) and the Board of Directors (“Board”) in their review and assessment of potential candidates for appointment as Directors as well as Directors who are seeking for re- election in FAST ENERGY HOLDINGS BERHAD (Formerly Known as Techfast Holdings Berhad) (“the Company”) and/or its subsidiaries.
    2. This Policy is to ensure that Directors must possess the character, integrity, relevant range of skills, knowledge, experience, competence and time commitment to carry out their roles and responsibilities effectively in the best interest of the Company and its stakeholders.
    3. The fit and proper criteria will be applicable at the time of appointment as a Director and on a continuing basis as all Directors of the Company and/or its subsidiaries are expected to conduct themselves with highest integrity and professionalism as well as to comply with all relevant legal and regulatory obligations.
  2. FIT AND PROPER CRITERIA
    1. The considerations underpinning the “fit and proper” criteria of Directors included but not limited to the following:
      1. Character and Integrity
        1. Probity
          1. complies with legal obligations, regulatory requirements and professional standards.
          2. have not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court.
          3. have not been reprimanded or disqualified or removed by a professional or regulatory body in relation to matters in respect to the person’s honesty, integrity or business conduct.
        2. Financial integrity
          1. manage personal debts or financial affairs satisfactorily.
          2. demonstrate ability to fulfil personal financial obligations as and when they fall due.
          3. have not been subjected to a judgment debt which is unsatisfied, either in whole or in part whether in Malaysia or elsewhere.
        3. Personal integrity, honesty and ethical behaviour
          1. have 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.
          2. service contracts (i.e. in the capacity of management or Director) have not been terminated in the past due to concerns on personal integrity.
          3. 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 Director of the Company and/or its subsidiaries.
          4. have not abused other positions (i.e. that he has held) in a manner that contravenes principles of good governance and professional ethics.
        4. Reputation
          1. are of good repute in the financial and business community.
          2. has not been convicted for offences nor has any public sanction or penalty been imposed by the relevant regulatory bodies, in managing or governing an entity for the past 5 years.
          3. have not been substantially involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies in that management.
      2. Experience, Competence and Capability
        1. Qualifications, training and skills
          1. possess 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. have a considerable understanding on the business and workings of a corporation.
          3. possess general management skills as well as understanding of corporate governance best practices and sustainability (i.e. Environment, Social and Governance) issues.
          4. financial literacy especially able to read and understand financial statements.
          5. keep knowledge current based on continuous professional development.
          6. possesses leadership capabilities.
        2. Relevant experience and expertise
          1. possess 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 careers of occupying a high-level position in a comparable organization and were accountable for driving or leading the organisation’s governance, business performance oroperations.
          2. possess commendable past performance record as gathered from the results of the board effectiveness evaluation.
      3. Time and commitment
        1. Ability to discharge role having regard to other commitments
          1. able to devote time as Board members, having factored other outside obligations including concurrent Board positions held by the Directors across listed issuers and non-listed entities (including not- for-profit organizations).
        2. Participation and contribution in the Board or track record
          1. demonstrate willingness to participate actively in Board activities.
          2. demonstrate willingness to devote time and effort to understand the businesses and exemplify readiness to participate in events outside the boardroom.
          3. manifest passion in the vocation of a Director.
          4. exhibit ability to articulate views independently, objectively and constructively.
          5. exhibit open mindedness to the views of others and ability to make considered judgment after hearing the views of others.
  3. EVALUATION OF ACANDIDATE FOR DIRECTORSHIP OR RE-ELECTION OF RETIRING DIRECTOR
    1. The NC will evaluate candidates for new appointment as Directors based on the fit and proper criteria as spelt out in 2.1 above before recommending to the Board for approval.
    2. For new appointments, the candidates are required to complete the Prospective Directors Information form together with a self-declaration of fit and proper form and authorise the Company to perform background check, if necessary, which may cover previous employment verification, professional reference checks, education confirmation and/or criminal record and credit checks.
    3. For re-election of retiring Directors, the Directors will be evaluated based on the Board Evaluation Form. The NC has the power not to recommend to the Board the re-election of retiring Directors who do not meet the policy requirements.
    4. The information gathered from the assessments shall be for the NC’s strict use for the purpose of the assessment and not for public disclosure.
    5. The Human Resource Department of the Company shall maintain the record of the fit and proper assessment for the covered persons.
  4. POLICY SUBJECT TO PERIODICAL REVIEW
    1. 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.
    2. The changes to the terms of the Policy shall be subject to the approval of the Board.
The Directors’ Fit and Proper Policy has been adopted by the Board on 28 June 2022.