Effective Stewardship Through Good Governance Effective Stewardship Through Good Governance Press Metal Aluminium Holdings Berhad 62 63 Integrated Annual Report 2023 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) Independent Non-Executive Directors The Board recognises the importance of independence and objectivity in the decision-making process. The Independent Non-Executive Directors are independent from management and are free from any business or other relationship with the Company which could interfere with the exercise of their independent judgement. This provides an effective check and balance in the functioning of the Board where all matters are reviewed with balance and fairness, to ensure the needs and interests of the Company are met. Whilst the Board does not comprise a majority of Independent Non-Executive Directors as espoused by the MCCG, half of its members are independent. The presence of an Independent Non-Executive Chairman on the Board allows for deliberations and discussions to be framed and mediated in an objective manner. The Independent Non-Executive Directors scrutinise and monitor the performance of Management in meeting agreed goals and objectives. They are required to satisfy themselves on the integrity of the financial information and that financial controls and systems of internal control and risk management are robust and defensible. As stipulated in the Board Charter, the maximum tenure of an Independent Non-Executive Director of the Company is a cumulative term of nine (9) years. Upon reaching such maximum tenure, an Independent Non-Executive Director may continue to serve on the Board but shall be redesignated as Non-Independent Non-Executive Director. As at the date of issuance of this IAR 2023 none of the Independent Non-Executive Director has exceeded the tenure of a cumulative term of nine (9) years on the Board of the Company. The tenure of the existing Independent Non-Executive Directors of the Company is as follows: Tenure of Independent Non-Executive Directors No. of Directors 6-9 Years 3-6 Years < 3 Years 2 2 1 Nomination and Corporate Governance Committee The NCGC is primarily responsible for recommending suitable appointments to the Board, taking into consideration the Board structure, size, composition and the required mix of expertise and experience which the director should bring to the Board, as well as overseeing all matters relating to corporate governance. The NCGC also assesses the effectiveness of the Board as a whole, the Board Committees of the Board and the contribution of each Director. The NCGC has its own Terms of Reference which deals with its authority and duties. The Terms of Reference of the NCGC is available on the Company’s website at www.pressmetal.com. The NCGC consists exclusively of Independent Non-Executive Directors, as follows: Chairman : Susan Yuen Su Min (Independent Non-Executive Director) Members : Noor Alina Binti Mohamad Faiz (Independent Non-Executive Director) : Lim Hun Soon @ David Lim (Independent Non-Executive Director) : Chong Kin Leong (Independent Non-Executive Director) Corporate Governance Overview Statement PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) Nomination and Corporate Governance Committee (cont’d) During the FYE2023, three (3) NCGC meetings were held. The NCGC has undertaken the following key activities in discharging its duties: (i) Reviewed and assessed the performance and effectiveness of the Board as a whole, Board Committees and the performance of each Director. (ii) Reviewed the composition of the Board and Board Committees. (iii) Reviewed the terms of office and performance of the AC and each of its members. (iv) Reviewed the independence of the Independent Non-Executive Directors. (v) Reviewed the character, experience, integrity, competence and time commitment of each Director, Group CEO and the Group Financial Controller. (vi) Reviewed and recommended the re-election of Directors at the 7th Annual General Meeting (“AGM”) of the Company held on 14 June 2023. (vii) Reviewed and recommended the appointment of Alternate Director. (viii) Reviewed and recommended to the Board the adoption of the Conflict of Interest Policy. (ix) Reviewed the Board Charter and Terms of Reference of the AC and recommended the proposed revisions thereto for the Board’s approval and adoption. (x) Reviewed the training programmes attended by the Directors and assessed the training needs of all Directors. (xi) Reviewed the statements/ reports for incorporation into Annual Report 2022 of the Company and the Circular/ Statement to Shareholders and recommended the same to the Board for approval. (xii) Reviewed the Code of Conduct, Code of Ethics, Directors’ Fit and Proper Policy, ABAC Policy and Related Party Transaction Policy and recommended the proposed revisions thereto for the Board’s approval and adoption. Board Appointment The NCGC has been entrusted with the responsibility to identify, evaluate, select and recommend to the Board of any suitable candidate with the required credential to be appointed as a director of the Company, either to fill a casual vacancy or as an addition to meet the changing needs of the Group. The NCGC leverages on the Directors’ wide network of professional and business contacts as well as various channels to identify suitable qualified candidates. In selecting a suitable candidate, the NCGC takes into consideration the candidate’s character, experience, integrity, competence and time commitment, as well as the candidate’s directorship in other companies, having regard to the size of the Board, and the required mix of skills and diversity required for an effective Board. For the appointment of an Independent Non-Executive Director, the NCGC would also assess whether the candidate meets the requirements for independence based on the criteria prescribed in the MMLR of Bursa Malaysia. The Board appointment process of a new director is summarised as follows: (a) Should there be a vacancy on the Board or if an additional Board appointment is required, the Board will consider making an appointment that will attain and maintain the best mix of diversity, consistent with the skills, expertise, experience and background required to fill such a position. The NCGC shall prepare descriptions of the director characteristics the Board is looking for in a new appointment. (b) The NCGC may seek professional advice from independent search firms as and when it considers necessary to identify and short-list suitable candidates and a list of nomination for candidates proposed by the Group CEO, and within the bounds of practicability, by any other director for considerations. (c) NCGC meeting will be held to deliberate on the nomination of Board candidates and review the profile of Board candidates. (d) Interviews between NCGC members and the shortlisted candidates will be held after the NCGC meeting. (e) The NCGC will then make a decision in recommending the appointment to the Board. (f) Based on the recommendation of the NCGC and upon review of the profile of board candidate, the Board will deliberate the appointment of a new director at the Board meeting or to approve the appointment of new Director via Directors’ Resolution in Writing. Corporate Governance Overview Statement
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