Effective Stewardship Through Good Governance Effective Stewardship Through Good Governance Press Metal Aluminium Holdings Berhad 72 73 Integrated Annual Report 2023 PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT (CONT’D) I. Audit Committee (cont’d) Internal Audit Function (cont’d) The AC is responsible for assisting the Board in ensuring the adequacy and effectiveness of internal controls. The system of internal control and risk management in place during 2023, is sound and sufficient to safeguard the Group’s assets, as well as shareholders’ investments and the interests of all stakeholders. The composition, attendance for meetings and summary of key activities of the AC, as well as the activities of the External Auditors and Internal Auditors of the Company during the financial year under review are further detailed in the AC Report on pages 76-79 of this IAR 2023. II. Risk Management and Internal Control Framework The Board has ultimate responsibility for reviewing the Company’s risks, approving the risk management framework and policies and overseeing the Company’s strategic risk management and internal control framework to achieve its objective within an acceptable risk profile as well as safeguarding the interest of stakeholders and shareholders and the Group’s assets. The Group has put in place an ERM Framework which comprises the following elements: • Provide guiding principles and approach towards risk management; • Process of identification, assessment, evaluation and management of the various principal risks which affect the Group’s business; • Creation of a risk-awareness culture and risk ownership for more effective management of risks; • Regular review, track and report on key risks identified and corresponding mitigation procedures; and • Regular reviewing of the effectiveness of the system of internal control. The framework is applied to determine, evaluate and manage principal risks of the Group. This is complemented by the system of internal control that is integrated into the Group’s operations and processes. The Board through the RMC, which comprises a majority of Independent Non-Executive Directors who reports to the Board on a quarterly basis, reviews the key risks identified to ensure proper management and mitigation of risks. The RMC reviews the Group’s risk management framework and risk tolerance for the enterprise risks. Using qualitative and quantitative measures, risks are calibrated so that balanced control processes are matched against the strategic objectives of each business unit. The Board, with the assistance of the RMC and AC, undertakes periodic reviews and a formal annual assessment on the adequacy and effectiveness of the Group’s risk management and internal control systems. A risk-based audit approach is implemented to ensure that higher risk activities in each auditable area are audited more frequently. This is designed to evaluate and enhance risk management, control and governance processes to assist the Management in achieving its corporate goals. The audits further help to ensure that appropriate instituted controls are in place and effectively applied, and risk exposures are mitigated to an acceptable level in accordance with the Group’s risk management policy. The details of the Group’s Risk Management and Internal Control Framework are set out in the Statement on Risk Management and Internal Control on pages 82 to 85 of this IAR 2023. Corporate Governance Overview Statement PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS I. Communications with Stakeholders The Company recognises the importance of stakeholders’ engagement leading to the long-term sustainability of its businesses. The Company is mindful of its obligations to provide material information in a fair and organised manner and on a timely basis to its shareholders. The Company strives to ensure regular, effective and fair communication with its shareholders, and be as descriptive, detailed and forthcoming as possible in disclosing the information and to inform shareholders of changes in the Company or its business which would likely materially affect the price or value of the Company’s shares. Price sensitive information, quarterly and full year results announcements are always released through the Bursa Malaysia on a timely basis for dissemination to shareholders and the public in accordance with the requirements of the MMLR of Bursa Malaysia. The Board places importance in ensuring disclosures made to shareholders and investors are accurate, clear, timely and comprehensive as they are critical towards building and maintaining corporate credibility and confidence. As such, the Board has adopted a Corporate Disclosure Policy and Procedures setting out the policies and procedures for the disclosure of material information of the Group. The said Policy and Procedures applies to all Directors, Management and employees of the Group. The Group’s investor relations activities are aimed at developing and maintaining a positive relationship with analysts, current and potential shareholders through active two-way communication. The Company’s website contains dedicated sections on corporate information and financial information which are available for public access at www.pressmetal.com. II. Conduct of General Meetings The AGM is the principal forum for dialogue and interaction with shareholders. It provides the opportunity for shareholders to raise questions relating to the proposed resolutions as well as the Group’s business operations and affairs. The Notice of AGM is circulated at least twenty-eight (28) days before the date of meeting to ensure that shareholders are given sufficient time to read and consider the resolutions to be resolved. Notice of the 7th AGM was issued to shareholders on 28 April 2023, being more than 28 days in advance of the scheduled AGM which was held on 14 June 2023. The 7th AGM of the Company held on 14 June 2023 was conducted virtually through live streaming from the broadcast venue. Shareholders and proxies participated at the 7th AGM remotely using the Remote Participation and Voting (“RPV”) facilities without the need to be physically present at the meeting venue. To support meaningful engagement, the virtual AGM was aimed to provide shareholders with a similar level of participation as compared to a physical AGM. In the conduct of virtual AGM, shareholders were encouraged to participate, speak and vote remotely using the RPV facilities. Shareholders who were unable to attend were allowed to appoint their own proxy(ies) or appoint the Chairman as their proxy to attend and vote on their behalf. To encourage engagement between the Directors and shareholders, shareholders and proxies were invited to submit questions before the AGM to Tricor Investor & Issuing House Services Sdn. Bhd.’s (“Tricor”) TIIH Online website at https://tiih.online in relation to the agenda items for the 7th AGM. Shareholders and proxies were also given the opportunity to raise questions and seek clarifications by submitting their questions to the Query Box via the RPV facilities during the conduct of the 7th AGM. The Chairman of the Board or the Meeting ensured that sufficient opportunities were given to shareholders and proxies to raise questions relating to the affairs of the Company and that adequate responses were given. The Administrative Details for the 7th AGM was circulated to all shareholders and made available at Bursa Malaysia’s and Company’s website, detailing the procedures to register, participate and vote remotely at the 7th AGM. During the 7th AGM, the Group CEO presented to shareholders on various topics, including the Group’s FYE2022 financial and business performance. All questions raised by the Minority Shareholder Watch Group (“MSWG”) and shareholders or proxies prior to and during the meeting as well as the Group’s response to the same were shared to the meeting during the virtual 7th AGM. Subsequent to the 7th AGM, these Questions and Answers were published on the Company’s corporate website. Corporate Governance Overview Statement
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