CORPORATE GOVERNANCE OVERVIEW STATEMENT Cont’d PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS cont’d II. Board Composition cont’d Board Appointment cont’d The Board appointment process is 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 NCGC 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 consideration. (c) NCGC meeting will be held to deliberate on the nomination of board candidates and review the profile of board candidates. (d) Engagement and dialogue with 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’ Circular Resolution. In May 2022, the Company 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 possesses the character, experience, integrity, competence and time to effectively discharge his/her role as a Director. The Directors’ Fit and Proper Policy may be viewed 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, the Group CEO and Group Financial Controller have the character, experience, integrity, competence 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 financial year ended 31 December 2022. The assessment was conducted by way of completion of questionnaires by each of the Directors which comprises section 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 Group Financial Officer Evaluation. The criteria adopted for the Board’s performance evaluation include Board mix and composition, quality of decision making, Board relationship with the Management, Board activities, Board Chairman’s roles & responsibilities, and awareness of ESG issues. The NCGC has evaluated the performance of the Group CEO and Group Financial Controller through evaluation form completed by themselves respectively. In February 2023, the Company Secretary presented to the NCGC and thereafter, to the Board the outcome and the summary of the Board Effectiveness Evaluation for the financial year ended 31 December 2022 (“BEE 2022”). The Board resolved to adopt the BEE 2022 results after the NCGC’s review. The results of the BEE 2022 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. PRESS METAL ALUMINIUM HOLDINGS BERHAD 53
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