Effective Stewardship Through Good Governance Effective Stewardship Through Good Governance Press Metal Aluminium Holdings Berhad 56 57 Integrated Annual Report 2023 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. Board Responsibilities (cont’d) Board and Board Committee Meetings (cont’d) During the FYE2023, a total of six (6) Board meetings were held. The attendance of the Board and Board Committee members at the meetings of the Company during the FYE2023 are as follows: Directors Board AC NCGC RC RMC Executive Directors Koon Poh Ming [1](Alternate Director: John Koon Tzer Lim) 6/6 4/4 Tan Sri Dato’ Koon Poh Keong 6/6 Dato’ Koon Poh Tat 6/6 Koon Poh Weng 6/6 Koon Poh Kong 6/6 Independent Non-Executive Directors Datuk Yvonne Chia (Yau Ah Lan @ Fara Yvonne) 6/6 Noor Alina Binti Mohamad Faiz 6/6 5/5 3/3 1/1 Lim Hun Soon @ David Lim 6/6 5/5 3/3 1/1 4/4 Susan Yuen Su Min 6/6 5/5 3/3 1/1 4/4 Chong Kin Leong 6/6 5/5 3/3 4/4 Note: [1] Appointed as Alternate Director on 15 June 2023. The Board is satisfied with the time commitment given by the Directors as demonstrated by their full attendance at the meetings of the Board and Board Committees. All Directors are expected to devote sufficient time to carry out their responsibility and are required to notify the Chairman before accepting any new directorships in other listed issuer. Currently, all Directors of the Company hold not more than five (5) directorships in listed issuers, which is in compliance with Paragraph 15.06 of the MMLR of Bursa Malaysia. Supply of and Access to Information All Directors are furnished with an agenda and a set of Board meeting papers in advance of each Board and/ or Board Committees’ meeting. This would give sufficient time to the Directors to obtain further explanation or clarification, where necessary, in order to be properly briefed before the meeting to facilitate informed decision making and meaningful discharge of their duties and responsibilities. The Board papers include, but are not limited the following: • Group CEO Report; • Group Financial Controller Report comprising the quarterly financial report, treasury report, sensitivity analysis and the Group’s cash and borrowings position; • Minutes of meetings of all Board Committees; • Updates on corporate and secretarial matters; and • Minutes of previous Board meetings. Member Chairman Corporate Governance Overview Statement PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. Board Responsibilities (cont’d) Supply of and Access to Information (cont’d) Meeting materials are uploaded electronically into a digital platform, which allows Board papers and other information to be securely and remotely accessible by all Directors in a timely manner. The minutes of Board meetings are circulated to all Directors for their perusal prior to confirmation of the minutes at the commencement of the next Board meeting. The Board also noted the decisions and salient issues deliberated by Board Committees through the minutes of the respective Board Committees. Key Operating Management is requested to attend Board meetings to present and provide additional information on matters being discussed and to respond to any queries that the Directors may have. In furtherance of discharging its duties and functions with adequate knowledge in the decision-making process, the Board is also authorised to obtain, at the Company’s expense, independent professional advice on specific matters, if necessary. All Directors have unrestricted access to any information pertaining to the Group’s business affairs, whether as a full Board or in their individual capacity. The Directors also have access to the advice of the Company Secretary who is responsible for ensuring the Board’s procedures are adhered to. Code of Conduct, Code of Ethics, Whistle-Blowing Policy, Anti-Bribery and Anti-Corruption Policy Conducting our business with the highest standards of ethics is essential to the Company. The Board acknowledges its role in setting the “tone at the top” to embed this as the culture for the Group. To this end, the Board adopted and implemented a Code of Conduct for Directors, Management and employees of the Group as well as Code of Ethics for the Board. The Code of Conduct and the Code of Ethics were last reviewed and endorsed by the Board in August 2023. The revised Codes are made available on the Company’s website at www.pressmetal.com. The Company has always advocated for openness and transparency in its commitment to the highest standard of integrity and accountability. The Board adopted a Whistle-Blowing Policy which enables stakeholders to report and disclose, through established channels, any improper or unethical activities relating to the Group. The identity of the whistle-blower is kept confidential and protection is accorded to the whistle-blower against any form of reprisal. Any concerns raised will be investigated and a report and update will be provided to the Board through the AC. The Whistle-Blowing Policy was last reviewed and endorsed by the Board in August 2023 and the revised Whistle-Blowing Policy is published on the Company’s website at www.pressmetal.com. The Company adopts a “zero tolerance” policy against all forms of bribery and corruption and is committed to conducting business professionally and upholding high standard of ethics and integrity. In this regard, the Company has adopted the Anti-Bribery and Anti-Corruption Policy (“ABAC Policy”) to ensure compliance with and adherence to all applicable laws including, amongst others, the Malaysian Anti-Corruption Commission Act 2009 and any of its amendments or re-enactments that may be made by the relevant authority from time to time. The ABAC Policy will be reviewed and updated as and when necessary to ensure its relevance and effectiveness. The ABAC Policy is available on the Company’s website at www.pressmetal.com. Governance of Sustainability The Board recognises that sustainable development is an important and integral part of the Group’s pursuit for long-term business success. The Company is fully committed towards instituting a robust, wide-ranging and germane sustainability framework to cover all aspects of operations. The Board assumes the ultimate responsibility for the Group’s sustainability development and management, and as such, oversee the enhanced Group’s Sustainability Roadmap to further strengthen the sustainability framework within the organisation to support long term value creation and sustainability goals. Corporate Governance Overview Statement
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