Press Metal Aluminium Holdings Berhad SECTION 4 • EFFECTIVE STEWARDSHIP THROUGH GOOD GOVERNANCE 66 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) Board Appointment (cont’d) The Board has adopted a Directors’ Fit and Proper Policy to assess the fitness and propriety of a candidate before being appointed or seeking re-election as a Director of the Company and its subsidiaries. This serves to ensure that any person to be appointed or re-elected as a Director within the Group (“Responsible Person”) possesses the character, experience, integrity, competence and time to effectively discharge his/ her role as a director. The NCGC is responsible for the following: (a) The assessment on existing Directors for re-election, or candidates for nomination for appointment as Directors of the Company and make recommendations to the Board on these matters. (b) Ensuring that appropriate fit and proper assessments are carried out for each Responsible Person, including using the services of credible third party service providers where necessary and appropriate. (c) Reporting to the Board on matters that are relevant to a particular assessment of a Responsible Person’s fitness and propriety. (d) Providing information to the Board on matters concerning the criteria and procedure for fit and proper assessments including addressing any gaps in the assessment. (e) Ensuring that the Group takes all reasonable steps to protect the information and documents, which are collected for fit and proper assessments purposes from misuse, unauthorised access, modifications or disclosure. The Directors’ Fit and Proper Policy is available on the Company’s website at www.pressmetal.com. Annual Assessment of the Board and Board Committees An annual assessment mechanism is in place to assess the effectiveness of the Board as a whole, Board Committees and the contribution of each individual Director. The annual assessment enables the Board to ensure that each of the Board members, Group CEO and Chief Financial Officer have the character, experience, integrity, competency and time to effectively discharge their respective roles. The Board, through the NCGC and the external corporate secretarial service provider of the Company, conducted an annual assessment to evaluate the effectiveness of the Board and the Board Committees for the FYE2024. The assessment was conducted by way of completion of questionnaires by each of the Directors. The questionnaire comprises sections on the Board and Board Committees Evaluation, Directors’ Self and Peer Evaluation, Directors’ Skills Set Matrix, Evaluation of the Level of Independence of an Independent Director, Company Secretary Evaluation and Chief Financial Officer Evaluation. The criteria adopted for the Board’s performance evaluation includes Board mix and composition, quality of information and decision making, Board’s relationship with the Management, Board activities, Board Chairman’s roles and responsibilities, and awareness of ESG issues, whilst the criteria adopted for the Directors’ Self and Peer performance evaluation encompasses character, experience, integrity, competency and time commitment. The NCGC has evaluated the performance of the Group CEO and Chief Financial Officer through evaluation form completed by themselves respectively. In February 2025, the Company Secretary presented to the NCGC the outcome and the summary of the Board Effectiveness Evaluation for the FYE2024 (“BEE 2024”). The Chairman of NCGC briefed the Board on the BEE 2024 and the Board resolved to adopt the BEE 2024 results as recommended by NCGC. The results of the BEE 2024 indicated that the performance of the Board, the Board Committees, the individual Directors and members of the Board Committees collectively during the review period has been highly satisfactory, objective and professional. The results of the BEE 2024 were also used as a basis for recommending the relevant Directors for re-election at the upcoming 9th AGM, which is in line with the Directors’ Fit and Proper Policy. The Board is of the view that its present size and composition are optimal based on the Group’s operations and that it reflects a fair mix of financial, technical and business experiences that are important to the stewardship of the Group. The Board was satisfied with the level of performance of each of the Directors and that they had also met the performance criteria in the prescribed area of assessments. Corporate Governance Overview Statement
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