Integrated Annual Report 2024 SECTION 4 • EFFECTIVE STEWARDSHIP THROUGH GOOD GOVERNANCE 71 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) III. Remuneration The Company aims to set remuneration at levels which are sufficient to attract and retain Directors and Senior Management to run the business successfully, taking into consideration all relevant factors including the function, workload and responsibilities involved. For oversight on remuneration matters, the Board is assisted by the RC which comprises exclusively Independent Non-Executive Directors, details as follows: Chairman : Noor Alina Binti Mohamad Faiz (Independent Non-Executive Director) Members : Lim Hun Soon @ David Lim (Independent Non-Executive Director) Susan Yuen Su Min (Independent Non-Executive Director) The RC is responsible to formulate and review the remuneration policies for the Board as well as the Senior Management of the Company to ensure the same remain competitive, appropriate, and in alignment with the prevalent market practices. The roles and responsibilities of the RC are set out in the TOR of the RC, which is available on the Company’s website at www.pressmetal.com. The RC establishes the framework and policies, as well as reviews the remuneration of Directors and Senior Management that is linked to strategy and/ or performance and long-term objectives of the Company, including the remuneration of the Non-Executive Directors. The Executive Directors’ remuneration packages are structured to link reward to individual and corporate performance and the determination of the same is a matter to be decided and approved by the Board as a whole. The Executive Directors concerned were abstained from deciding their own remuneration. As for Non-Executive Directors, the level of remuneration reflects the experience and level of responsibilities undertaken. The current remuneration payable to Non-Executive Directors comprises of Directors’ fees and meeting allowance, based on the number of meetings attended in a year. Non-Executive Directors’ remuneration is a matter to be decided by the Board as a whole, with the Directors concerned abstaining from deliberations and voting on decisions in respect of his or her individual remuneration, prior to the tabling of such for shareholders’ approval at the Company’s AGM. The Directors who are shareholders of the Company will abstain from voting on the resolution relating to the payment of the Directors’ fees and benefits at the AGM of the Company. Meeting of the RC is held as and when necessary, and at least once a year. One (1) RC meeting was held during the FYE2024 and full attendance by the members was recorded. The RC has carried out the following activities during the financial year under review: (a) Reviewed and recommended the remuneration package of the Company’s Executive Directors including the Group CEO and Alternate Director for the Board’s approval; (b) Reviewed and recommended the Directors’ fees and other benefits payable to the Non-Executive Directors for the Board’s endorsement and the approval of the shareholders at the Company’s AGM; and (c) Reviewed the ESG-linked Executive Incentive Remuneration Framework for ESG-linked personnel of the Group. In February 2024, the RC undertook a review of the fees for the Non-Executive Directors and their respective Board Committees. Having considered the increased responsibilities and expanded time commitments required of the Independent Directors, the RC recommended an increase of 10% in Directors’ fees of the Non-Executive Directors for the FYE2024 and the Board approved the Directors’ and Board Committees’ fees for FYE2024. There are no changes to the meeting allowances for the FYE2024. The details of the Directors’ Remuneration for the FYE2024 are disclosed in the CG Report 2024 under Practice 8.1. Corporate Governance Overview Statement
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