Effective Stewardship Through Good Governance Effective Stewardship Through Good Governance Press Metal Aluminium Holdings Berhad 52 53 Integrated Annual Report 2023 In its effort to achieve its corporate governance aspirations, Press Metal has benchmarked its practices against the relevant promulgations and best practices. A summary of the Group’s corporate governance practices with reference to the MCCG is described below. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS I. Board Responsibilities Board Roles and Responsibilities The Board is primarily responsible for reviewing the Group’s strategic plan, adequacy of internal control and risk management systems in place, promoting good corporate governance culture and the governance of sustainability within the Group, whilst overseeing the conduct and performance of the Group’s business and management team in the pursuit of the longterm success of the Group and deliver sustainable value to its stakeholders. The Directors are aware of their responsibility to make decisions objectively to achieve the success of the Group, with the best interest of the stakeholders in mind. In discharging its responsibilities, the Board is guided by the Board Charter that sets out, amongst others, its composition, roles and responsibilities, powers, Board Committees and Board meeting procedures. The Board Charter was last reviewed and adopted by the Board in August 2023 and is available on the Company’s website at www.pressmetal.com. The roles and responsibilities of the Board, which are delineated in the Board Charter include, but are not limited to the following: (a) Reviewing and approving of corporate strategies and plans of the Group and monitoring the implementation of strategies by Management; (b) Overseeing and monitoring the conduct and performance management of the business of the Group; (c) Identifying principal risks faced by the Group and ensuring the implementation of appropriate internal controls and systems to monitor and manage these risks; (d) Ensuring the integrity of the financial and non-financial reporting of the Group; (e) Maintaining an effective stakeholders’ communication strategy; (f) Implementing succession planning for business and functional continuity; (g) Reviewing the adequacy and integrity of internal control systems and management information systems, including systems for ensuring compliance with applicable laws, regulations, rules, directives and guidelines; and (h) Establishing a corporate culture which engenders ethical conduct and behaviour. The formal schedule of matters which specifically require the Board’s approval or guidance are those involving: (a) Conflict of interest issues relating to a substantial shareholder or a Director including approving related party transactions; (b) Corporate strategy and yearly budget; (c) Limits of authority, treasury policies, risk management policies and key human resource issues; (d) Material acquisition and disposal of assets/ investments not in the ordinary course of business, including material financial/ funding arrangements and significant capital expenditure; and (e) Strategic investments, mergers and acquisitions and corporate exercises. The Board delegates the day-to-day management of the Group to the Group Chief Executive Officer (“Group CEO”), Executive Directors and Management but reserves for its consideration pertinent significant matters. In discharging its stewardship role effectively, the Board delegates certain responsibilities to the following Board Committees and Management Committees. Corporate Governance Overview Statement PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. Board Responsibilities (cont’d) Board Roles and Responsibilities (cont’d) Board Committees (a) Audit Committee (“AC”) (b) Nomination and Corporate Governance Committee (“NCGC”) (c) Remuneration Committee (“RC”) (d) Risk Management Committee (“RMC”) Management Committees (a) Sustainability Committee (“SC”) (b) Investment Committee (“InvC”) The Chairpersons of the relevant Board Committees report to the Board on key issues deliberated at their respective committee meetings. The Board acknowledges that while these Board Committees have the authority to examine issues and make recommendations to the Board, the ultimate responsibility for all matters lies with the Board. All Board Committees are actively engaged and act as oversight committees. They contemplate and recommend matters under their purview for the Board’s deliberation and approval. The Board Committees are governed by their respective Terms of Reference, which were approved by the Board, and discharge their respective functions as stipulated therein, whilst Group CEO, Executive Directors and Management are responsible for the day-to-day management of the Group pursuant to the powers delegated by the Board, subject to compliance with the applicable laws and regulations. The Terms of Reference of the respective Board Committees are published on the Company’s website at www.pressmetal.com. During FYE2023, the Board adopted the following new policies: • Conflict of Interest Policy • ESG-Linked Executive Incentive Remuneration Framework • Non-Assurance Services Pre-Approval Policy • Responsible Sourcing Policy These documents define the Group’s commitments towards issues relevant to good corporate governance and are periodically reviewed to ensure relevance and applicability. Corporate Governance Overview Statement
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