Press Metal Aluminium Holdings Berhad SECTION 4 • EFFECTIVE STEWARDSHIP THROUGH GOOD GOVERNANCE 64 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) Independent Non-Executive Directors The Board recognises the importance of independence and objectivity in the decision-making process. The Independent Non-Executive Directors are independent from management and are free from any business or other relationship with the Company which could interfere with the exercise of their independent judgement. This provides an effective check and balance in the functioning of the Board where all matters are reviewed with balance and fairness, to ensure the needs and interests of the Company are met. Whilst the Board does not comprise a majority of Independent Non-Executive Directors as espoused by the MCCG 2021, half of its members are independent. The presence of an Independent Non-Executive Chairman on the Board allows for deliberations and discussions to be framed and mediated in an objective manner. The Independent Non-Executive Directors scrutinise and monitor the performance of Management in meeting agreed goals and objectives. They are required to satisfy themselves on the integrity of the financial information and that financial controls and systems of internal control and risk management are robust and defensible. As stipulated in the Board Charter, the maximum tenure of an Independent Non-Executive Director of the Company is a cumulative term of nine (9) years. Upon reaching such maximum tenure, an Independent Non-Executive Director may continue to serve on the Board but shall be redesignated as Non-Independent Non-Executive Director. As at the date of issuance of this Annual Report none of the Independent Non-Executive Director has exceeded the tenure of a cumulative term of nine (9) years on the Board of the Company. The tenure of the existing Independent Non-Executive Directors of the Company is as follows: Nomination and Corporate Governance Committee The NCGC is primarily responsible for recommending suitable appointments to the Board, taking into consideration the Board structure, size, composition and the required mix of expertise and experience which the director should bring to the Board, as well as overseeing all matters relating to corporate governance. The NCGC also assesses the effectiveness of the Board as a whole, the Board Committees and the contribution of each Director. The NCGC has its own terms of reference which deals with its authority and duties. The TOR of the NCGC is available on the Company’s website at www.pressmetal.com. The NCGC consists of exclusively Independent Non-Executive Directors, details as follows: Chairman : Susan Yuen Su Min (Independent Non-Executive Director) Members : Noor Alina Binti Mohamad Faiz (Independent Non-Executive Director) Lim Hun Soon @ David Lim (Independent Non-Executive Director) Chong Kin Leong (Independent Non-Executive Director) Tenure of Independent Non-Executive Directors No. of Directors 6-9 Years 2 3-6 Years 3 Corporate Governance Overview Statement
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