Effective Stewardship Through Good Governance Effective Stewardship Through Good Governance Press Metal Aluminium Holdings Berhad 64 65 Integrated Annual Report 2023 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) Board Appointment (cont’d) The Board has adopted a Directors’ Fit and Proper Policy to assess the fitness and propriety of a candidate before being appointed or seeking re-election as a Director of the Company and its subsidiaries. This serves to ensure that any person to be appointed or re-elected as a Director within the Group (“Responsible Person”) possesses the character, experience, integrity, competence and time to effectively discharge his/ her role as a director. The NCGC is responsible for the following: (a) The assessment on existing Directors for re-election, or candidates for nomination for appointment as Directors of the Company and make recommendations to the Board on these matters. (b) Ensuring that appropriate fit and proper assessments are carried out for each Responsible Person, including using the services of credible 3rd party service providers where necessary and appropriate. (c) Reporting to the Board on matters that are relevant to a particular assessment of a Responsible Person’s fitness and propriety. (d) Providing information to the Board on matters concerning the criteria and procedure for fit and proper assessments including addressing any gaps in the assessment. (e) Ensuring that the Group takes all reasonable steps to protect the information and documents, which are collected for fit and proper assessments purposes from misuse, unauthorised access, modifications or disclosure. The Directors’ Fit and Proper Policy is available on the Company’s website at www.pressmetal.com. Annual Assessment of the Board and Board Committees An annual assessment mechanism is in place to assess the effectiveness of the Board as a whole, Board Committees and the contribution of each individual Director. The annual assessment enables the Board to ensure that each of the Board members, Group CEO and Group Financial Controller have the character, experience, integrity, competence and time to effectively discharge their respective roles. The Board, through the NCGC and the external corporate secretarial service provider of the Company, conducted an annual assessment to evaluate the effectiveness of the Board and the Board Committees for the FYE2023. The assessment was conducted by way of completion of questionnaires by each of the Directors which comprises sections on the Board and Board Committees Evaluation, Directors’ Self and Peer Evaluation, Directors’ Skills Set Matrix, Evaluation of the Level of Independence of an Independent Director, Company Secretary Evaluation and Group Financial Officer Evaluation. The criteria adopted for the Board’s performance evaluation includes Board mix and composition, quality of information and decision making, Board’s relationship with the Management, Board activities, Board Chairman’s roles and responsibilities, and awareness of ESG issues, whilst the criteria adopted for the Directors’ Self and Peer performance evaluation encompasses character, experience, integrity, competency and time commitment. The NCGC has evaluated the performance of the Group CEO and Group Financial Controller through evaluation form completed by themselves respectively. In February 2024, the Company Secretary presented to the NCGC and thereafter, to the Board the outcome and the summary of the Board Effectiveness Evaluation for the FYE2023 (“BEE 2023”). The Board resolved to adopt the BEE 2023 results as recommended by NCGC’s review. The results of the BEE 2023 indicated that the performance of the Board, the Board Committees, the individual Directors and members of the Board Committees collectively during the review period has been highly satisfactory, objective and professional. The results of the BEE 2023 were also used as a basis for recommending the relevant Directors for re-election at the upcoming Annual General Meeting, which is in line with the Directors’ Fit and Proper Policy. The Board is of the view that its present size and composition are optimal based on the Group’s operations and that it reflects a fair mix of financial, technical and business experiences that are important to the stewardship of the Group. The Board was satisfied with the level of performance of each of the Directors and that they had also met the performance criteria in the prescribed area of assessments. The results of these assessments form the basis of the NCGC’s recommendations to the Board for the re-election of Directors at the forthcoming 8th AGM of the Company. Corporate Governance Overview Statement PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) Annual Assessment of Independent Directors The NCGC is responsible for assessing the independence of each Independent Director annually to ensure that there are independent elements that fit the Company’s objectives, strategic goals and comply with MMLR of Bursa Malaysia. This process is conducted through the assessment of independence of Independent Directors as part of the annual Board evaluation. The Independent Directors of the Company are required to confirm their independence and have undertaken to inform the Company immediately if there is any change which could hinder their independent judgement or ability to act in the best interest of the Company. The NCGC and the Board have, upon their assessment, concluded that the Independent Directors continue to demonstrate conduct and behaviour that are essential indicators of independence and are satisfied with the level of independence demonstrated by all the Independent Directors during the financial year under review, as well as their ability to exercise objective judgement, provide independent views and act in the best interest of the Company. Re-election of Retiring Directors In accordance with the Company’s Constitution, one-third (1/3) of the Directors must retire at an AGM. All Directors are subject to retire by rotation, at least once in each three (3) years but shall be eligible for re-election. New Director appointed by the Board during the year, if any, is required to retire at the next AGM and shall be eligible to stand for re-election by shareholders. Proposals for the re-election of Directors are recommended by the NCGC to the Board prior to the shareholders’ approval at the AGM of the Company, based on the annual assessment conducted. Based on the recent annual assessment including fit and proper evaluations, the NCGC is satisfied with the performance of the Directors who are standing for re-election and has recommended to the Board their proposed re-election in accordance with the Constitution. The Board supported the NCGC’s recommendations to re-elect the eligible Directors standing for re-election at the forthcoming 8th AGM of the Company. The Directors who are retiring shall abstain from deliberations and decisions on their own eligibility to stand for re-election at the meetings of the Board. Induction, Site Visit and Professional Training In order for the new Directors to carry out their roles and duties effectively, documents such as disclosure obligations and schedule of meetings were furnished to them. The Directors have participated and will continue to undergo the relevant training programmes to further enhance their skills and knowledge, as well as keeping themselves abreast of the latest statutory and/ or regulatory requirements in discharging their fiduciary duties as Directors to the Company. The Board acknowledges that new Directors must attend the Mandatory Accreditation Program as prescribed by Bursa Malaysia and the training needs of all Directors are identified through the annual Board assessment by the NCGC. During the FYE2023, two (2) in-house Directors’ trainings, entitled “ESG Risk Management – Oversight of ESG Risks Within Operations and Across the Value Chain” and “Business Considerations for Human Rights Management” were organised by the Company and both trainings were conducted by KPMG Management & Risk Consulting Sdn. Bhd. In order for the Directors to discharge their duties effectively and to make informed decision of the business strategies of the Group, a site visit to the plant in Bintulu, Sarawak to observe the smelting plant was organised in June 2023. Corporate Governance Overview Statement
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