Press Metal Aluminium Holdings Berhad SECTION 4 • EFFECTIVE STEWARDSHIP THROUGH GOOD GOVERNANCE 62 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition Board Size, Composition and Diversity During the financial year under review, the Board comprises ten (10) members, of whom five (5) are Executive Directors and five (5) are Independent Non-Executive Directors, along with one (1) Alternate Director to Executive Director. The composition of the Board complies with Paragraph 15.02 of the MMLR of Bursa Securities, which requires at least two (2) directors or one-third (1/3) of the Board, whichever is higher, to be independent. The size and composition of the Board are reviewed periodically by the NCGC to ensure that they are appropriate and conducive for effective discussion and decision-making, with a strong element of independence. No individual or small group of individuals dominates the Board’s decision-making process. The Independent Non-Executive Directors have conducted themselves professionally, are clear with the objectives and their fiduciary role, with independent insights in doing what is right for the Company and all stakeholders. The NCGC, with the concurrence of the Board, is of the view that the current Board size is optimal based on the Group’s operation and that it reflects a fair mix of financial, technical and business experiences that are important to the stewardship of the Group. The Board is satisfied with the current composition as this size is optimal and would enable effective oversight and delegation of responsibilities. The summary of the Board composition as of 31 December 2024 is set out below: The Board recognises that diversity, in its broadest sense, which comprises individuals with a broad range of backgrounds, skills, experience, expertise and perspectives is a key driver of an effective Board. The Board is composed of members with experience and expertise in strategy, accounting, finance, legal, regulatory, banking and economics, engineering and business management, which allows for informed deliberation, diverse insights for decision-making at the Board level as well as meeting corporate objectives. The Board supports gender diversity as part of the agenda in achieving boardroom diversity as the Board acknowledges and embraces that a wide range of perspectives is critical to effective corporate governance and strategic decision-making in the fast-changing business environment. The Board composition currently comprises three (3) women Directors, representing 30% of the Board. The female representation in the managerial role stands at 33.6% with appointments being subject to formal, rigorous, and transparent procedures and decided on merit against a defined job specification and criteria. The Board is committed to supporting the work of the Group to look for new and innovative ways to promote a diverse and inclusive workforce at every level of the organisation. Note: * The age categorisation presented in this section differs from the Bursa Malaysia Three-Year Sustainability Performance Data of this IAR 2024. MCCG Practice 5.2 (At least half of the Board comprises Independent Directors) 5 Executive Directors (50%) 5 Independent Non-Executive Directors (50%) MCCG Step-Up 5.4 (The Board has a policy which limits the tenure of its Independent Directors to 9 years without further extension) Between 3 years to 6 years (3) More than 6 years and up to 9 years (2) MCCG Practice 5.9 (The Board comprises at least 30% female Directors) 70% Male 30% Female Age* 50 to 59 years old (1) 60 to 69 years old (7) 70 years old and above (2) Nationality Malaysian (10) Corporate Governance Overview Statement
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