Effective Stewardship Through Good Governance Effective Stewardship Through Good Governance Press Metal Aluminium Holdings Berhad 74 75 Integrated Annual Report 2023 PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS (CONT’D) II. Conduct of General Meetings (cont’d) The Board encourages shareholders’ active participation at the Company’s AGM and endeavours to ensure all Board members, the Company’s Key Operating Management and the Company’s External Auditors are in attendance to respond to shareholders’ queries. Where it is not possible to provide immediate answers to shareholders’ queries, the Board will undertake to provide the answers after the AGM. All the Directors were in attendance during the 7th AGM via remote participation with other participants including External Auditors. In compliance with the MMLR of Bursa Malaysia, all resolutions set out in the Notice of the 7th AGM were voted by poll via RPV facilities. The Company also appointed an independent scrutineer to validate the votes cast before the poll results were announced by the Chairman of the meeting. The outcome of all resolutions proposed at the 7th AGM was announced to Bursa Malaysia on the even date. The minutes of the 7th AGM detailing the meeting proceedings, including issues and concerns raised by MSWG and shareholders together with the responses from the Company, was published on the Company’s corporate website within 30 business days after the conclusion of the 7th AGM. FOCUS AREAS ON CORPORATE GOVERNANCE The Board shall continue to strive for high standards of corporate governance throughout the Group. The Board takes cognisance of the sustainability disclosures requirement under the MMLR of Bursa Malaysia in relation to the Enhanced Sustainability Reporting Framework and will continue to work towards complying with the same. DIRECTORS’ RESPONSIBILITY STATEMENT IN RESPECT OF THE PREPARATION OF THE AUDITED FINANCIAL STATEMENTS The Board is responsible for ensuring that the financial statements of the Group are drawn up in accordance with the applicable Financial Reporting Standards in Malaysia and the requirements of the Companies Act 2016. The Board is also responsible for ensuring that the annual audited financial statements of the Group are prepared with reasonable accuracy from the accounting records of the Group to give a true and fair view of the financial position of the Group as of 31 December 2023 and of their financial performance and cash flows for the year then ended, and that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are satisfied that the Group has selected and consistently applied suitable accounting policies and made reasonable and prudent judgements and estimates. The Board is of the opinion that the financial statements have been prepared in accordance with all relevant approved financial reporting standards and have been prepared on a going concern basis. Corporate Governance Overview Statement ADDITIONAL COMPLIANCE INFORMATION 1. UTILISATION OF PROCEEDS RAISED FROM CORPORATE PROPOSALS Islamic Medium Term Notes Programme of up to RM5.0 billion in Nominal Value based on the Shariah Principle of Wakalah Bi Al-Istithmar (“Sukuk Wakalah”) (“Sukuk Programme”) The Company had on 17 October 2019, made its first issuance of Sukuk Wakalah under the Sukuk Programme. The first issuance of Sukuk Wakalah was for the aggregate nominal value of RM1.0 billion with tenures of 5 years, 7 years and 10 years. On 17 August 2020, the Company made its second issuance of Sukuk Wakalah under the Sukuk Programme. The second issuance of Sukuk Wakalah was for a nominal value of RM700.0 million with a tenure of 5 years. On 7 December 2021, the Company made its third issuance of Sukuk Wakalah under the Sukuk Programme. The third issuance of Sukuk Wakalah was for a nominal value of RM600.0 million with tenures of 6 years and 7 years. On 18 September 2023, the Company made its fourth issuance of Sukuk Wakalah under the Sukuk Programme. The fourth issuance of Sukuk Wakalah was for a nominal value of RM500.0 million with tenures of 5 years and 7 years. The net proceeds from the Sukuk Wakalah have been utilised for general corporate purposes, including capital expenditure, working capital requirements, investments and refinancing of existing financing/ borrowings. 2. AUDIT AND NON-AUDIT FEES During the financial year ended 31 December 2023, the amount of audit and non-audit fees paid by the Company and the Group to the External Auditors, KPMG PLT and two (2) firms affiliated with KPMG PLT are as follows: Company (RM’000) Group (RM’000) Audit services rendered 325 1,687 Non-audit services rendered 22 572 Total 347 2,259 3. MATERIAL CONTRACTS There were no material contracts entered into by the Company and its subsidiaries involving Directors, Chief Executive and major shareholders’ interest which were still subsisting as at the end of the financial year ended 31 December 2023 or which were entered into since the end of the previous financial year. 4. RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE The details for the Recurrent Related Party Transactions of a Revenue or Trading Nature transacted pursuant to the Shareholders’ Mandate during the financial year ended 31 December 2023 are stated in Sections 2.3 and 2.4 of the Circular to Shareholders dated 30 April 2024 and Note 31 of the Financial Statements.
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