CORPORATE GOVERNANCE OVERVIEW STATEMENT Cont’d 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 needed to run the business successfully taking into consideration all relevant factors including the function, workload and responsibilities involved. As for oversight on remuneration matters, the Board is assisted by RC which comprises exclusively Independent Non-Executive Directors. 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 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’ remunerations are structured to link reward to individual and corporate performance. The determination of the remuneration packages is a matter for the Board as a whole. The Executive Directors concerned 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 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 Director 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. The Directors who are shareholders of Press Metal will abstain from voting on the resolution relating to the payment of the Directors’ fees and benefits at the AGM of the Company. Meetings of RC are held as and when necessary, and at least once a year. Two (2) RC meetings were held during FYE 2022 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 Group CEO and Executive Directors of the Company for the Board’s approval; (b) Reviewed and recommended the Directors’ fees and other benefits payable to the Non-Executive Directors; (c) Reviewed the ESG-linked Executive Incentive Remuneration Framework; and (d) Reviewed the Terms of Reference of RC and Directors and Key Senior Management Remuneration Policy and recommended the proposed revisions thereto for the Board’s approval and adoption. The details of the Directors’ Remuneration for the financial year ended 31 December 2022 are disclosed in the Corporate Governance Report under Practice 8.1. PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT I. Audit Committee The Board upholds the integrity of financial reporting. The AC is entrusted to provide advice and assistance to the Board in fulfilling its statutory and fiduciary responsibilities relating to the Company’s internal and external audit functions, risk management, compliance systems and practices, financial systems, accounting and control systems and matters that may significantly impact the financial condition or affairs of the business. The AC is also responsible for ensuring that the financial statements of the Company comply with the applicable financial reporting standards in Malaysia. PRESS METAL ALUMINIUM HOLDINGS BERHAD 59
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