Tropicana Corporation Berhad Annual Report 2017

SEC 1 • SEC 2 • SEC 3 • SEC 4 > SEC 5 < SEC 6 GOVERNANCE 72 73 TROPICANA CORPORATION BERHAD / Annual Report 2017 TROPICANA CORPORATION BERHAD / Annual Report 2017 ADDITIONAL COMPLIANCE INFORMATION The information below is disclosed in compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad:- STATUS OF UTILISATION OF PROCEEDS RAISED FROM ANY CORPORATE PROPOSAL Tropicana Corporation Berhad (“ Tropicana ”) did not raise and did not have any balance of any proceeds from any corporate proposal during the financial year ended 31 December 2017 (“ FY2017 ”). AUDIT AND NON-AUDIT FEES The amount of audit fees paid or payable to the Company’s external auditors for the FY2017 were as follows:- Incurred by the Company : RM115,000 Incurred on a group basis : RM917,000 The amount of non-audit fees paid or payable to the Company’s external auditors, or a firm or corporation affiliated to the auditors’ firm, for the FY2017 were as follows:- Incurred by the Company : RM7,500 Incurred on a group basis : RM364,500 MATERIAL CONTRACTS INVOLVING DIRECTORS AND MAJOR SHAREHOLDERS There were no material contracts entered into by the Company and its subsidiaries, involving the interests of the Directors or major shareholders, either still subsisting at the end of the FY2017, or, if not then subsisting, entered into since the end of the previous financial year. STATEMENT ON RISK MANAGEMENT & INTERNAL CONTROL INTRODUCTION This statement is made pursuant to Paragraph 15.26 (b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad on the Groups compliance with the Principles and Best Practices relating to internal control as stipulated in the Malaysia Code of Corporate Governance and is guided by the Statement on Risk Management & Internal Control: Guidelines for Directors of listed issuers. AUDIT COMMITTEE RISK MANAGEMENT COMMITTEE NOMINATION COMMITTEE REMUNERATION COMMITTEE PRICING COMMITTEE INVESTMENT COMMITTEE BOARD’S RESPONSIBILITY The Board acknowledges its overall responsibility in establishing a sound risk management framework and internal control system as well as reviewing its adequacy and effectiveness for the Group. The Board is satisfied that the Group has implemented an ongoing process to identify, evaluate, monitor, manage and respond to significant risks faced by the Group in its achievement of the business goals and objectives in consideration of the change in the business environment and regulatory requirements. This ongoing review process has been in place for the entire financial year under review by the Board to ensure that adequate and effective Group risk management and internal control systems have been embedded in all aspects of the Group’s activities. Due to limitations that are inherent in any systems of risk management and internal control, these systems adopted by the Group are designed to manage rather than to eliminate the risk of failure to achieve business objectives. These systems can only provide reasonable but not absolute assurance against any material financial misstatement, fraud or loss. However, the extent of responsibility does not extend to include that of the Group’s associated companies for the purpose of this review. RISK MANAGEMENT PROCESSES AND INTERNAL CONTROL SYSTEMS RISK MANAGEMENT PROCESSES The Board recognises that risk is an integral and unavoidable component of its business and is characterised by threats and opportunities. Hence, the Risk Management Department and the Enterprise Risk Management (“ERM”) programme were formalised in the year 2012. The Board is committed to manage risks in a proactive manner and to safeguard stakeholders’ interest and the Group’s assets. A risk management policy has been established to provide guidance to the Group on the management of risk to support the achievement of corporate objectives and safeguard of assets. The Group has a well-defined organisational structure with clearly defined lines of accountability, authority and responsibility of the Board and operating units. Key Standard Operating Procedures have been established to ensure proper succession planning is in place and consistent works are being delivered. All Business/Operations Heads are tasked with reporting major risks on a quarterly basis, all identified risks and the controls for managing them are documented in the Risk Register. The Risk Management Department will summarise the significant items and incorporating macro headwinds into Group Risk Profile. This will then be presented to the Risk Management Committee (“RMC”) for their consideration and further action(s) to be taken. The continuous risk management processes will enable the Group to achieve its business objectives and help maintain the Company’s reputation, while facilitating compliance with corporate governance best practices. During the year, the significant risk of the Group was presented to the RMC for their deliberation. INTERNAL CONTROL SYSTEMS • The Group has established clearly defined operating structure, lines of authority, responsibilities and accountability. The following Board and Management Committees have been established to assist the Board in discharging its duties: The committees operate within their respective defined terms of reference approved by the Board. TROPICANA CORPORATION BERHAD Annual Report 2017 ABOUT TROPICANA STRATEGIC PERFORMANCE LEADERSHIP SUSTAINABILITY GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION