Effective Stewardship Through Good Governance Effective Stewardship Through Good Governance Press Metal Aluminium Holdings Berhad 54 55 Integrated Annual Report 2023 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. Board Responsibilities (cont’d) Board Roles and Responsibilities (cont’d) The following diagram provides a brief overview of the governance framework of the Company: Board of Directors provides strategic stewardship and oversight of the Group’s business affairs within a framework of internal controls and ensures all stakeholders’ interest are safeguarded Review of financial reporting, internal controls, related party transactions, conflict of interest and potential conflict of interest, internal audit as well as external audit Review candidates for Board appointment and re-election, and conduct annual assessment of the Board, Board Committees and Directors. Assist the Board in the oversight of matters relating to corporate governance Review and recommend the remuneration packages for Directors and Senior Management Oversee the Group’s risk management framework, policies and their implementation processes Oversee the Sustainability Committee, in particular, information about sustainability Assist the Board in meeting its responsibilities relating to the appraisal of investment projects Audit Committee Nomination and Corporate Governance Committee Remuneration Committee Risk Management Committee Investment Committee Board Committee Management Committee Assist the Board in fulfilling its responsibilities and objectives in matters relating to sustainable business practices Sustainability Committee Group Chief Executive Officer Responsible for the executive management of the Group’s business and implementation of Board’s policies and decisions Key Operating Management Corporate Assurance/ Internal Audit Corporate Governance Overview Statement PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. Board Responsibilities (cont’d) Separation of positions of the Chairman, Executive Vice Chairman and Group Chief Executive Officer The position of the Chairman, Executive Vice Chairman and the Group CEO are separate and held by different individuals with clear distinction of responsibilities between them to ensure that there is a balance of power and authority, such that no one individual has unfettered powers of decision making. Datuk Yvonne Chia is the Chairman of the Board, Mr. Koon Poh Ming is the Executive Vice Chairman and Tan Sri Dato’ Koon Poh Keong is the Group CEO. The Independent Non-Executive Chairman is responsible for the leadership, effectiveness, conduct and governance of the Board. The Chairman encourages active and effective engagement, participation and contribution from all Directors and facilitates constructive relations between the Board and Management. The Executive Vice Chairman shall assist the Chairman in performing the latter’s duties and responsibilities. He is also responsible to the Board for the formulation of high-level strategies of the Group and overseeing the Group’s business development and operations together with the Group CEO. The Group CEO is responsible for the executive management of the business and activities of the Group and implements the strategies, policies and decisions approved by the Board. Independent Non-Executive Directors are responsible for providing insights, unbiased and independent views, advice and judgement to the Board and bring impartiality to the Board’s deliberations and decision-making. During the year under review, the Chairman of the Board led the Board by setting the tone from the top and managing Board effectiveness by focusing on strategic matters, ongoing business matters, governance and compliance. She guided the Board through the decision-making process and ensured that the Board operates effectively as a team. Company Secretary The Board is supported by two (2) suitably qualified Company Secretaries who play a vital role in advising the Board in relation to the Company’s Constitution, Board policies and procedures and compliance with the relevant regulatory requirements, codes or guidance and legislations to ensure the Board’s application of the corporate governance practices to meet the stakeholders’ expectations. They constantly keep themselves abreast of the evolving capital market environment, regulatory changes and developments in corporate governance by attending the relevant training programmes/ conferences. During the FYE2023, the Company Secretaries carried out the following: • Documented Minutes and Resolutions of the Company; • Updated the Board on any periodic Bursa Malaysia’s amendments to MMLR or any relevant regulations; • Prepared and presented the CGOS, CG Report and Audit Committee Report; • Conducted the Board Effectiveness Evaluation for FYE2022; • Facilitated the Board and Board Committees meetings virtually, and in hybrid and physical modes; and • Managed the meeting process and circulated all board documents and proposals for consideration of all Board members. Board and Board Committee Meetings Board meetings and Board Committees’ meetings for the ensuing financial year are scheduled in advance in consultation with the Directors to ensure maximum attendance. The Board meets on a quarterly basis, with additional meetings convened as and when necessary. Where appropriate, the Board may also resolve and approve various matters by way of written resolutions. Corporate Governance Overview Statement
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