Corporate
Governance

OBJECTIVE

The objective of the Board Charter is to outlining the roles and responsibilities of the Directors of the Group.

STRUCTURE AND MEMBERSHIP

The Board consists of six (6) Directors which includes three (3) Executive Directors and three (3) Independent Non-Executive Directors. Under the prescribed requirement of Bursa Securities' Listing Requirements, Para 15.02(3) stated that one-third (1/3) of the members or at least two (2) Directors, whichever is higher, are Independent Non-Executive Directors.

Delegation to Management

The Board should delegate certain powers and authorities to the Board Committees, Directors and Management, in order for them to discharge their fiduciary duties in more efficient and effective manners.

Each Committee is clearly defined in term of authority, duties and responsibilities. The Committee will then communicate with the Management to further discuss the matters that highlighted by the Board and review the actions taken by the Management periodically. As for the employees, there are also clearly defined in roles and responsibilities based on their job function.

Board Meetings and Agenda Setting

All the agenda items should be received by the Directors at least seven (7) days before the meeting. The Board meetings are scheduled at least once every quarter and additional meetings will be held as and when necessary.

Besides meeting up in conference room to discuss and approve the relevant matters of the Group, the Board also adopts resolution passed by way of circular resolutions to the Directors, with all the necessary information and sufficient time for discussion before exercising their judgment and decision.

Board Processes in Meetings

During the meetings, the Board should discuss any outstanding matters in the previous agenda and review the Management's action. For the current agenda, the Board's discussion should include review and monitor of current period's financial performance and future prospects of the Group, risk management framework and system of internal control, adverse publicity/rumours concerning the Group, changes in regulatory requirements in the business that the Company operates in and monitoring the Management's performance.

Monitoring of Financial Performance

The Board should conduct a review of the Group's funding requirements on a continuing basis, including significant treasury matters, approval of financing arrangements, cheques and other signatories.

The Board should ensure proper procedures are put in place and that the financial statements (including quarterly/year end announcements) of the Group are reviewed for integrity and approved for timely lodgement with, and/or release to, the various authorities and market.

Risk Management

The Board should identify, assess and monitor key business risks to safeguard shareholders' investments and Group's assets, including the relevant measures deployed by Management to address the said risks.

The Board must understand the principal risks of all aspects of the business that the Group is engaged in and recognise that business decisions require the incurrence of risk. The Board must ensure that there is in place systems that effectively monitor and manage these risks with a view to the long term viability of the Group.

An annual review of the risk management process, including the procedures thereof, should be carried out.

Effectiveness in Monitoring the System of Internal Controls

The Board should ensure appropriate resources are available to set up and manage information systems that all information received is relevant and reliable on a timely basis and that the Group is not exposed to unmanaged financial and operational risks.

Periodic testing of the integrity of the internal control procedures and processes must be conducted to ensure the system set-up is viable and robust enough to assist Management realising Group's objectives.

Succession Planning, Self-Evaluation and Appointments

The Board must review and ensure that the appointment, resignation/termination of Directors, Company Secretary, Auditors and Key Management Officer are duly executed and documented.

Remuneration Review

The Board should review for approval recommendations from the Remuneration Committee on remuneration packages of Executive Directors and recommend Directors' fees for shareholders' approval at the Annual General Meeting.

POSITION DESCRIPTION

Role of Chairman

The Board is headed by a Chairman, and must be a Non-Executive Director which assumes the following responsibilities:

1. Monitor the workings of the Board, especially the conduct of Board meetings;
2. Ensure that all relevant issues for the effective running of the Group's business are on agenda;
3. Ensure that quality information to facilitate decision making is delivered to Board members on a timely basis;
4. Encourage all Directors to play an active role in Board activities;
5. Chair general meetings of shareholders; and
6. Liaise with CEO and the Company Secretary on the agenda for Board meetings.

If the Chairman is not an Independent Director, the Board should comprise a majority of Independent Directors to ensure a balance power and authority on the Board.

Role of CEO

The CEO is responsible for overseeing the daily operations, overall management effectiveness, implementation of the strategies and policies adopted by the Board and seeking long term growth to achieve the Group's objectives.

Roles of Executive and Non-Executive Directors

The Executive Directors are responsible for formulating the policies and decisions of the Board, monitoring the day-to-day operations as well as coordinating the business development and corporate strategies of the Group.

Non-Executive Directors should provide unbiased and independent judgment, contributing their knowledge, skills and expertise in the formulation and implementation of the strategies and policies towards decision making.

Non-Executive Directors may act as a bridge between Management and stakeholders, particularly shareholders. They could provide the relevant checks and balances, focusing on shareholders' and other stakeholders' interests and ensuring that high standards of corporate governance are applied.

APPOINTMENT OF BOARD COMMITTEES

The Board has delegated certain responsibilities to the Board Committees to assists them in discharging their fiduciary duties, which operates within the clearly defined terms of reference. However, the Board remains responsible for the overall conducts of the Board Committees.

The following are the Board Committees of the Group:

1. Audit Committee;
2. Nomination Committee;
3. Remuneration Committee; and
4. Risk Management Committee.

DIRECTOR'S ORIENTATION AND EDUCATION PROGRAMME

It is important for Directors to keep abreast of regulatory changes and development in corporate governance through reading and attending at relevant training programmes. Directors should also keep up with broad business trends through the reading of relevant industry and business publications, attending relevant conferences and expositions, and meeting up with authorities, financiers, overseas businessmen and others who may be a source of useful information.

Under the Bursa Securities' Listing Requirements, Para 15.09 which require all Directors to comply with the following:

1. A Director of a listed company must ensure that he/she attends such training programmes as may be prescribed by the Exchange for time to time; and
2. The Exchange considers continuous training for Directors of listed companies as important to enable the Directors to effectively discharge their duties. In this respect, the Board of a listed company must, on a continuous basis, evaluate and determine the training needs of its Directors. The subject matter of training must be one that aids the Director in the discharge of his duties as a Director. The Board must disclose in the listed company's annual report whether its Directors have attended any training for the financial year. Where any of its Directors have not attended any training during the financial year, the Board must state the reasons thereof in the annual report for each Director.

The Board must evaluate the training needs of its Directors and ensure that their training needs are met. Competencies of members need to be refreshed by participation in:

1. Seminars and workshops that highlight techniques of enhancement of shareholder value and methods of evaluating business performance and corporate proposals;
2. Updating of regulatory and legislative reforms that impact Board and Committee work;
3. Understanding of financial statements and investment products which the Group may be exposed to;
4. Industry conferences and trade shows which strengthen professional networking and enable the gaining of insights of customers and competitors; and
5. Field trips to Group operations to gain actual knowledge of staff, factory and department.

INDEPENDENT PROFESSIONAL ADVICE

The Board should ensure that all Directors, particularly Non-Executive Directors, have full access to all information within the Group so that enables them to better understand and assess the Group's performance.

Under the Bursa Securities' Listing Requirements, Para 15.04 stipulated that a listed company must ensure that every Director has a right to the resources, whenever necessary and reasonable for the performance of his duties, at the cost of the listed company and in accordance with a procedure to be determined by the Board, including but not limited to obtaining:

1. Full and unrestricted access to any information pertaining to the listed company;
2. Full and unrestricted access to the advice and services of the Company Secretary; and
3. Independent professional or other advice.

REVIEW OF THE CHARTER

The Board will review and update the Charter periodically in accordance with the needs of the Group and any new regulations that may have an impact on the discharge of the Board's responsibilities.

Updated on 17/04/2019

OBJECTIVE

The Board acknowledges the importance of establishing a corporate culture which governs the high standards of ethic and good conduct of all Directors. The Code of Ethics and Conduct ("Code") aims to provide fundamental guidance on the standards and principles of the business conduct and ethical behaviour of all Directors of the Group. The Directors is recognises the high standards of personal integrity and professionalism when dealings with its shareholders and other stakeholders.

PRINCIPLES

1. Duty to act in the best interest of the Group
   • The Directors shall act bona fide in the interest of the Group and exercise their powers for the benefit and prosperity of the Group and its shareholders and other stakeholders.
2. Integrity
   • The Directors shall act honesty and integrity when dealing with people within or outside the Group, in discharge of their fiduciary duties.
3. Accountability
   • The Directors shall be responsibly when exercise their power for the benefits of its shareholders and other stakeholders.
4. Sustainability
   • The Directors shall aware to take sustainability into considerations whenever setting for the new strategy and objective goals of the Group as a whole.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

All Directors in exercising and discharging their powers and duties shall comply with all applicable laws, rules and regulations as well as the Group's standards and principles of the business conduct and ethical behaviour within the Group.

CONFLICT OF INTEREST

The Directors shall avoid conflict of interests to deteriorate the ethical and professional judgment. The Directors shall declare to the Board when the conflict of interests arises between the benefits of personal and business. The Directors shall abstain from voting in any deliberation and decision on the matter that relating to his/her conflict.

COMPANY ASSETS

The Directors shall safeguard the Company's assets to avoid any misuse, fraud, unauthorised usage or damage over the Company's assets.

CONFIDENTIALITY

The Directors shall ensure all confidential and sensitive information are not disclosed to any unauthorised personnel. If the information is not known to the public but are sensitive to the market ("insider information"), the Directors and his/her related parties shall avoid insider trading and shall comply with all relevant laws and regulations as well as listing requirements.

REPORTING VIOLATIONS OF THE CODE

The Board has established the Whistle-blowing policy and is acknowledge the importance to maintain high quality of corporate governance. In the event of any violations of this Code by any Directors, the Board shall take necessary actions against the Directors, after taking into considerations of all relevant information and evidences.

REVIEW OF THE CODE

The Board will review and update the Code periodically in accordance with the needs of the Group and any new regulations that may have an impact on the discharge of the Board's responsibilities.

AUDIT COMMITTEE

Authority

The Committee is authorised by the Board, in accordance with the procedures to be determined by the Board (if any) and at the cost of the Company, to:

1. Investigate any activity within the Committee's terms of reference;
2. Have resources which are reasonably required to enable it to perform its duties;
3. Have full and unrestricted access to any information pertaining to the Company or the Group;
4. Have direct communication channels with the External Auditors ("EA") and person(s) carrying out the internal audit function or activity (if any);
5. Obtain outside legal or other independent professional advice and secure the attendance of outsiders with relevant experience and expertise if it considers necessary; and
6. Convene meetings with EA, Internal Auditors ("IA") or both, excluding the attendance of other Directors and employees of the Company, whenever deemed necessary, but at least twice a year.

The Duties of the Committee shall be to review the following and report the same to the Board:

1. Any matters concerning the appointment, any questions of resignation or dismissal of the EA and the audit fee;
2. The nature and scope of the audit by the EA before commencement;
3. The EA's audit report, areas of concern arising from the audit and any other matters the EA may wish to discuss (in the adsence of management, if necessary);
4. Any financial information for publication, including quarterly and annual financial statements, before submission to the Board, focusing particularly on
   • Changes in the implementation of major accounting policy;
   • Significant and unusual events; and
   • Compliance with accounting standards and legal requirements.
5. The EA's management letter and management's reponse;
6. The adequacy of the competency and relevance of the scope, functions and resources of internal audit and the necessary authority to carry out its work;
7. The audit plan and work programme of internal audit and where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit;
8. Findings of internal audit work and management's response;
9. Any evaluation on internal controls by auditors;
10. To review and recommend the risk management policy framework for approval by the Board;
11. To recommend to the Board on proposed changes in risk management policies and strategies, as and when necessary;
12. To liaise with EA and IA in respect of their conduct of the audit/review of the Company's risk management process;
13. To review reports to ensure compliance with risk management policies and provide recommendation where necessary;
14. Extent of cooperation and assistance given by the employees;
15. The propriety of any related party transactions and conflict of interest of situations that may arise within the Company of the Group; and
16. Any other matter as defined by the Board from time to time.

NOMINATION COMMITTEE

Duties and Responsibilities of the Committee:

1. Recommend to the Board new candidates for directorship and members for the Board's Committees. Consider in making its recommendations, candidates for directorship proposed by the Chief Executive Officer and, within the bounds of practicability, by any other senior executive or any Director or shareholder;
2. To assist the Board to review annually the required mix of skills and experience and other qualities of Directors; and
3. To assist the Board to assess annually in term of effectiveness of the Board as a whole and the Board's Committees, as well as contribution of each Director.

REMUNERATION COMMITTEE

Duties and Responsibilities of the Committee:

1. To determine a procedure for developing a remuneration policy which will enable the Company to attract and retain Directors with relevant experience and expertise needed to run the Group successfully;
2. To recommend to the Board, the remuneration packages for all Executive Directors of the Company; and
3. To recommend to the Board, the implementation where practical of the provisions of the Code related to remuneration.

Updated on 17/04/2019

Able Global Berhad is committed to promoting and achieving highest standard of transparency and work ethics in the conduct of its business functions across all companies within its group. This can be achieved by maintaining a workplace that practices good corporate governance and upholds integrity in all its operational activities and business dealings. The whistleblowing platform is created to help employees and stakeholders to report genuine concerns about any wrongdoing that they may have observed in Able Global Berhad's companies within its group.

The highest standard of integrity is expected from all of Able Global Berhad's employees, management, directors and stakeholders (i.e shareholders, customers, suppliers, contractors, consultants, etc). The whistleblowing policy is created to help educate and understand the importance of whistleblowing and facilitate its employees and stakeholders to report instances of misconduct, wrongdoing, corruption, fraud, waste of Company resources or abuse of rules and regulations within the company without fear of retaliation.

SCOPE OF POLICY

Examples of situation that warrants for whistleblowing are but not limited to:-

• Fraud, bribery or corruption
• Forgery, cheating or malpractice
• Criminal breach of trust
• Misappropriation of the company's funds or assets
• Giving false or misleading information
• Acts or omissions which may cause loss to the Company or otherwise detrimental to the interests of stakeholders
• Failure to comply with legal or regulatory requirements, etc.

WHISTLEBLOWING CHANNELS

The whistleblowing channel for Able Global Berhad falls under the scrutiny & management of Independent Audit Committee. To ensure the report reaches the intended committee or persons as soon as possible without hindrance and to best protect the identity of the whistle-blower and the confidentiality of the report, the anonymous report (in writing) should be submitted:-

1. Via email to - whistleblower@ableglobalbhd.com.my , or;
2. Via post to: - Attn:

   Independent Audit Committee Chairman
   PTD 124298, Jalan Kempas Lama
   Kampung Seelong Jaya 81300 Skudai
   Johor Darul Takzim Malaysia

If a whistle-blower wants to raise a report, they should disclose the following information:-

• Name of whistleblower
• Contact details
• Details of person(s) involved
• Nature of allegation, time and venue where the incident took place
• Provide evidence (if any) together with the report

However, the whistle-blower may also choose to make an anonymous reporting to protect their identity but the ABAC Committee reserves the right to or not to investigate the anonymous disclosure.

INVESTIGATION PROCESS

It is advisable for a whistle-blower to report a case as soon as it happens in order to help combat the issues immediately or as fast as the management can. However, it is understandable as some cases may require more time for clarification, collection of evidence and to ascertain the legitimacy of the case before the whistle-blower can report the incident. Therefore, the allowed maximum duration to report a case is no later than 30 days from when the incident had taken place.

The reviewing of a whistleblowing report involves several crucial steps. First, a preliminary assessment on the whistle-blower's report will be done. The Committee reserves the right to drop the whistle-blower's report for reasons of insufficient evidence or other factors if found. The whistle-blowers shall be notified on the outcome of the investigation, upon completion of the investigation only if they chose to reveal their identity to the ABAC Committee. No notification of any sort will be required in the event this report was done anonymously. If the report is to be investigated, all findings and results shall be summarized and shall subsequently be tabled to the management for their attention and approval.

PROTECTION FROM RETALIATION

Assurance is provided by Able Global Berhad to the whistle-blower that he/she would be protected against any unfair practices, not limited to, examples such as:-

• retaliation
• threat, intimidation of termination
• disciplinary action
• transfer, demotion or refusal of promotion
• any direct or indirect use of authority to obstruct the whistleblower from continuing making his/her disclosure, etc.

ACTING IN GOOD FAITH

Concerns reported under whistleblowing procedures are expected to be genuine and legitimate. The report should be made in good faith, accurate, factual, no element of malicious intent and not made for personal gain. If allegations are proven to be false or malicious, the parties responsible may be subject to appropriate disciplinary action, up to and including legal action, where appropriate and if is necessary.

CONFIDENTIALITY

The Company shall treat all reports or disclosures as sensitive and confidential and will only reveal information on a "need to know" basis or if required by law, court or authority.

Updated on 15/06/2022

Able Global Berhad is committed to transacting business with integrity, acting ethically and legally in accordance with all applicable anti-bribery and anti-corruption laws including the Section 17A of the Malaysian Anti-Corruption Commission (MACC) Act 2009 (Amendment 2018) which was enforced on 1st June 2020. As part of this commitment, Able Global Berhad prohibits bribery and corruption in the conduct of its business wherever conducted.

It is the fundamental policy of Able Global Berhad to prohibit the giving or receiving of improper payments or other benefits for commercial advantage. Business Associates may not directly or indirectly make, promise, approve, authorize or offer to give to anyone - or accept or solicit from anyone - anything of value (including but not limited to cash payments) to improperly induce the recipient to take (or to refrain from taking) action that would bestow a commercial benefit or advantage on Able Global Berhad, its affiliates or any other party.

Giving things of value to family members, close associates or favoured organizations of Business Associates, potential Business Associates or public officials should follow the same limitations set forth for gifts, entertainment and hospitality generally, as such actions may be interpreted as attempts to circumvent these rules.

DEALING WITH PUBLIC OFFICIALS

While it is the Able Global Berhad's policy to prohibit bribery of any kind (in both the private and public sectors), interactions with Public Officials must be monitored especially closely due to the increased risk for violations of applicable anti-bribery and anti-corruption laws, including foreign anti-bribery and anti-corruption laws such as the United Kingdom's Bribery Act of 2010, as amended, and the US Foreign Corrupt Practices Act of 1977, as amended. Bribery of Public Officials is against the law in every country and often carries criminal penalties for both the employee and the company. Accordingly, any financial or business dealings, and any gifts or entertainment/hospitality, involving such persons will be scrutinized with particular care, both by Able Global Berhad and by people outside the company.

FACILITATION PAYMENTS

Business Associates are not permitted to directly or indirectly make or offer facilitation payments. A "facilitation payment" is a nominal payment to a Public Official to secure or expedite the performance of a routine, non-discretionary governmental action. Examples of facilitation payments include payments to expedite the processing of licenses, permits or visas for which all paperwork is in order. If a Business Associate receives or becomes aware of a request or demand for a facilitation payment or bribe in connection with work for Able Global Berhad, the Business Associate must report such request or demand promptly to his or her primary supervisor or the CO before taking any further action.

GIFTS, HOSPITALITY, AND ENTERTAINMENT

In many countries, gifts, hospitality, and entertainment play an important role in business protocols and customs. However, when provided inappropriately, gifts, hospitality, and entertainment may violate one or more laws. Able Global Berhad is committed to a transparent, proportionate, reasonable, and bona fide approach to business expenditures on gifts, entertainment, and other hospitality. Therefore, the laws and Able Global Berhad policies must be followed. All gifts, hospitality, and entertainment must be:

• Legal under all applicable anti-bribery and anti-corruption laws, including applicable local laws
• Transparent and accurately documented in expense reports
• Occasional, and in no circumstances provided to any person more frequently than 6 times a year, (unless approved in advance by the CO)
• Moderate, and any item or event should not exceed USD 200 for any person, nor should any person receive gifts, entertainment, or other hospitality exceeding USD 500 in any year, (unless approved in advance by the CO)
• Not cash or a cash equivalent
• Never given or accepted if any improper action is expected in return
• If the recipient is a Public Official, less than USD 50 per person. And less than USD 100 in total per year, (unless approved in advance by the CO)

In connection with work for Able Global Berhad, Business Associates are not permitted to receive gifts, services, perks, entertainment, or other items of more than the values set forth above from Business Associates or those acting on their behalf. Moreover, these gifts are permitted only if they are received on an infrequent basis and only at appropriate gift-giving occasions.

CHARITABLE DONATIONS AND POLITICAL CONTRIBUTIONS

Contributions to political candidates or political parties, as well as donations to charitable organizations in which Public Officials possess a role (such as director or trustee), raise potential issues under applicable anti- bribery and anti-corruption laws. Accordingly, no political contributions or charitable donation may be offered or made on behalf of Able Global Berhad unless pre-approved by the CO. To the extent permitted by applicable law, Business Associates may participate in political and charitable activities with their own money and on their own time. Such activities must be undertaken in a way that makes clear to an outside observer that they are unrelated to any business of Able Global Berhad.

Signs of Bribery: "Red Flags"

In any proposed transaction or business arrangement, Able Global Berhad Business Associates are expected to ask questions. Ignoring "red flags" can easily create significant legal and business risks for Able Global Berhad, and, depending on the nature and seriousness of what was ignored, can subject Able Global Berhad Business Associates to personal liability and company disciplinary measures. Transactions may not proceed if there are "red flags" that have not been resolved. Examples of "red flags" include situations in which the other party:

• has a reputation for bribery
• refuses to promise that it will comply with anti-corruption laws or to warrant that it has not paid bribes
• seeks a commission that is excessive, or paid in cash, or is otherwise irregular
• requests payment to an account in the name of a third party or at a location unrelated to the transaction, e.g., an offshore account
• requests that the Company prepare inaccurate invoices or any other type of false documentation
• refuses to identify its owners, partners, or principals
• is owned in part by a government official or someone with close family ties or other personal relationship
• employs a family member of a government official
• is related to a government official who is in a position to grant a business advantage, or is involved in a business in which such official owns an interest
• claims that he should be retained because he can obtain preferential treatment from a government official
• suggests extravagant "wining and dining" of government officials
• has questionable internal controls or record-keeping practices that are relevant to the contemplated transaction

RESPONSIBILITIES IN SUPPORT OF THIS POLICY

To ensure that the Company maintains our reputation for integrity and fairness, Employees must ensure that this Policy is clearly understood and followed by others acting on behalf of Able Global Berhad, including our Business Partners.

Able Global Berhad Business Associates should not take any actions for the purpose of evading these requirements. For example, a Business Associate should not ask or otherwise use a third party to do anything that Able Global Berhad is forbidden to do by this policy or applicable anti-corruption laws.

As discussed in Section II, supra, the corporate books and records of Able Global Berhad must fairly, accurately and completely reflect Able Global Berhad's transactions and activities, including the nature and purpose of the transaction or activity. No false, inaccurate or incomplete entry may be made in our books or records for any reason. Accounting and finance personnel, at the direction of the Controller, will confirm that Able Global Berhad's books and records meet this requirement, through periodic reviews and other means. In addition, to promote compliance, Business Associates may be required to participate in compliance training when and as determined by the CO.

Finally, all Able Global Berhad Business Associates must comply with all applicable local, state, federal and international laws, regulations, rules and ordinances, including, but not limited to, those relating to anti- corruption, fraud and bribery. It is your responsibility to know the local market legal and regulatory requirements that apply to your business operations, as well as to confer with local outside counsel as needed. If there is any difference between local law and this Policy, you should always follow the strictest standard.

Approved on 15/06/2022

1. The Board

1.1 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").

1.2 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.

1.3 The Board shall ensure that the fit and proper criteria on the appointment and reelection of Directors of the Group set out in Paragraph 2 are applied on a continuing basis.

1.4 The Board and the Nominating 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 assessment procedures shall be in a form of due diligence taking into account the following fit and proper criteria conducted by the Nominating Committee and declarations by each individual candidate or Director that:

A. Character and Integrity

• 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.
• 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;
• 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.
• Financial integrity
• He/She manages personal debts or financial affairs satisfactorily and with good financial standing based on report from a credit rating agency; and
• He/She demonstrates ability to fulfil personal financial obligations as and when they fall due.
• Reputation
• He/She is of good repute in the financial and business community;
• He/She has not been the subject of civil or criminal proceedings or enforcement action, in managing or governing an entity for the past 10 years; and
• He/She has not been substantially involved in the management of a business or company which has failed (including a GN3 or PN17 company), where that failure has been occasioned in part by deficiencies in that management.

B. Experience and Competence

• 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 skills of at least 5 years 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.
• 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.
• Relevant past experience or track record
• He/She had a career of a senior management or high level position in a comparable organisation for at least 5 years, and was accountable for driving or leading the organisation's governance, business performance or operations; and
• He/She possesses commendable past performance record as gathered from the results of the Board Effectiveness Evaluation or based on the financial and non-financial performance of the corporation where the person identified for appointment as a director was involved.

C. Time and Commitment

• 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 (taking into consideration his board attendance records) and non-listed entities (including not-for-profit organisations).
• Participation and contribution in the Board or track record (applicable for re-election of exiting 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.

This Policy was adopted by the Board on 31 May 2022 and is made available on the Company's website, www.ableglobalbhd.com.my.