Press Metal Annual Report 2024

Integrated Annual Report 2024 SECTION 4 • EFFECTIVE STEWARDSHIP THROUGH GOOD GOVERNANCE 65 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) Nomination and Corporate Governance Committee (cont’d) During the FYE2024, two (2) NCGC meetings were held. The NCGC has undertaken the following key activities in discharging its duties: (i) Reviewed and assessed the performance and effectiveness of the Board as a whole, Board Committees and the performance of each Director. (ii) Reviewed the composition of the Board and Board Committees. (iii) Reviewed the terms of office and performance of the AC and each of its members. (iv) Reviewed the independence of the Independent Non-Executive Directors. (v) Reviewed the character, experience, integrity, competence and time commitment of each Director, Group CEO and the Chief Financial Officer. (vi) Reviewed and recommended the re-election of Directors at the 8th AGM of the Company held on 27 June 2024. (x) Reviewed the training programmes attended by the Directors and assessed the training needs of all Directors. (xi) Reviewed the statements/ reports for incorporation into the Integrated Annual Report 2023 of the Company and the Circular/ Statement to Shareholders and recommended the same to the Board for approval. (xii) Reviewed the succession planning for CEO and key senior management. Board Appointment The NCGC has been entrusted with the responsibility to identify, evaluate, select and recommend to the Board of any suitable candidate with the required credential to be appointed as a director of the Company, either to fill a casual vacancy or as an addition to meet the changing needs of the Company. The NCGC leverages on the Directors’ wide network of professional and business contacts as well as various channels to identify suitable qualified candidates. In selecting a suitable candidate, the NCGC takes into consideration the candidate’s character, experience, integrity, competence and time commitment, as well as the candidate’s directorship in other companies, having regard to the size of the Board, and the required mix of skills and diversity required for an effective Board. The NCGC may request the candidate on the disclosure of any business that may result in conflict of interest. For the appointment of an Independent Non-Executive Director, the NCGC would also assess whether the candidate meets the requirements for independence based on the criteria prescribed in the MMLR of Bursa Securities. The Board appointment process of a new director is summarised as follows: (a) Should there be a vacancy on the Board or if an additional Board appointment is required, the Board will consider making an appointment that will attain and maintain the best mix of diversity, consistent with the skills, expertise, experience and background required to fill such a position. The NCGC shall prepare descriptions of the director characteristics the Board is looking for in a new appointment. (b) The NCGC may seek professional advice from independent search firms as and when it considers necessary to identify and short-list suitable candidates and a list of nomination for candidates proposed by the Group CEO, and within the bounds of practicability, by any other director for considerations. (c) NCGC meeting will be held to deliberate on the nomination of Board candidates and review the profile of Board candidates. (d) Interview between NCGC members and the shortlisted candidates will be held after the NCGC meeting. (e) The NCGC will then make a decision in recommending the appointment to the Board. (f) Based on the recommendation of the NCGC and upon review of the profile of board candidate, the Board will deliberate the appointment of a new director at the Board meeting or to approve the appointment of new Director via Directors’ Resolution in Writing. Corporate Governance Overview Statement

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