CORPORATE GOVERNANCE OVERVIEW STATEMENT Cont’d PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS cont’d II. Board Composition cont’d Annual Assessment of the Board and Board Committees cont’d 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 each of the Directors’ level of performance, and that they had also met the performance criteria in the prescribed area of assessments. The results of these assessments form the basis of the NCGC’s recommendations to the Board for the re-election of Directors at the 7th AGM of the Company. Assessment of Independent Directors The NCGC is responsible for assessing the independence of each Independent Director annually to ensure that there are independent elements that fit the Company’s objectives, strategic goals and comply with MMLR of Bursa Securities. This process is conducted through the assessment of independence of Independent Directors as part of the annual board evaluation. The NCGC and the Board have, upon their assessment, concluded that the Independent Directors continue to demonstrate conduct and behaviour that are essential indicators of independence and satisfied with the level of independence demonstrated by all the Independent Directors and their ability to act in the best interest of the Company. Re-election of Directors In accordance with the Company’s Constitution, one-third (1/3) of the Directors must retire at the Annual General Meeting (“AGM”) annually. All Directors are subject to retire by rotation, at least once in each 3 years but shall be eligible for re-election. New Director appointed by the Board during the year, if any, is required to retire at the next AGM and stand for election by shareholders. Proposals for the re-election of Directors are recommended by the NCGC to the Board prior to the shareholders’ approval at the AGM of the Company, based on the annual assessment conducted. Based on the recent annual assessment, including fit and proper evaluations, the NCGC is satisfied with the performance of the Directors who are standing for re-election and has recommended to the Board their proposed re-election in accordance with the Constitution. The Board supported the NCGC’s recommendations to re-elect the eligible Directors standing for re-election at the forthcoming 7th AGM of the Company. The Directors who are retiring shall abstain from deliberations and decisions on their own eligibility to stand for re-election at the meetings of the Board. Directors’ Training The Directors have participated and continue to undergo the relevant training programmes to further enhance their skill and knowledge including the latest statutory and/or regulatory requirements in discharging their fiduciary duties to the Company. During the financial year ended 31 December 2022, an in-house Directors’ training, entitled “Exercising Sustainability Governance and Oversight – What is next for Press Metal” was organised by the Company and the training was conducted by KPMG Management & Risk Consulting Sdn. Bhd. ANNUAL REPORT 2022 54
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