Press Metal Aluminium Holdings Berhad SECTION 4 • EFFECTIVE STEWARDSHIP THROUGH GOOD GOVERNANCE 54 Corporate Governance Overview Statement CORPORATE GOVERNANCE APPROACH (CONT’D) In its effort to achieve its corporate governance aspirations, the Group has benchmarked its practices against the relevant promulgations and best practices. A summary of the Group’s corporate governance practices with reference to the MCCG 2021 is described below. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS I. Board Responsibilities Board Roles and Responsibilities The Board is primarily responsible for reviewing the Group’s strategic plan, adequacy of internal control and risk management systems in place, promoting good corporate governance culture and the governance of sustainability within the Group, whilst overseeing the conduct and performance of the Group’s business and management team in the pursuit of the long-term success of the Group and deliver sustainable value to its stakeholders. The Directors are aware of their responsibility to make decisions objectively to achieve the success of the Group, with the best interest of the stakeholders in mind. In discharging its responsibilities, the Board is guided by the Board Charter that sets out, amongst others, its composition, roles and responsibilities, powers, Board Committees and Board meeting procedures. The Board Charter was last reviewed and adopted by the Board in August 2023 and is available on the Company’s website at www.pressmetal.com. The roles and responsibilities of the Board, which are delineated in the Board Charter include, but are not limited to the following: (a) Reviewing and approving of corporate strategies and plans of the Group and monitoring the implementation of strategies by Management; (b) Overseeing and monitoring the conduct and performance management of the business of the Group; (c) Identifying principal risks faced by the Group and ensure the implementation of appropriate internal controls and systems to monitor and manage these risks; (d) Ensuring the integrity of the financial and non-financial reporting of the Group; (e) Maintaining an effective stakeholders’ communication strategy; (f) Implement succession planning for business and functional continuity; (g) Reviewing the adequacy and integrity of internal control systems and management information systems, including systems for ensuring compliance with applicable laws, regulations, rules, directives and guidelines; and (h) Establishing a corporate culture which engenders ethical conduct and behaviour. The formal schedule of matters which specifically require the Board’s approval or guidance are those involving: (a) Conflict of interest issues relating to a substantial shareholder or a Director including approving related party transactions; (b) Corporate strategy and yearly budget; (c) Limits of authority, treasury policies, risk management policies and key human resource issues; (d) Material acquisition and disposal of assets/ investments not in the ordinary course of business, including material financial/ funding arrangements and significant capital expenditure; and (e) Strategic investments, mergers and acquisitions and corporate exercises.
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