Tropicana Corporation Berhad Annual Report 2019

EXPLANATORY NOTES TO ORDINARY BUSINESSES 1. Laying of Audited Financial Statements and Reports of the Directors and the Auditors thereon In accordance with Section 340(1)(a) of the Companies Act 2016 (“ the Act ”), the Company is required to lay the Audited Financial Statements and the Reports of the Directors and the Auditors thereon at its Annual General Meeting. Hence, the Agenda item no. 1 above is not a business which requires a resolution to be put to vote by the shareholders. This Agenda item is for discussion and receipt only. 2. Ordinary Resolution 5 – Approval for remuneration of Directors in respect of the financial year ended 31 December 2019 Section 230(1) of the Act requires the fees of the directors and any benefits payable to the directors of a public company shall be approved at a general meeting. Pursuant thereto, shareholders’ approval will be sought at this Annual General Meeting (“ AGM ”) for the payment of remuneration payable to Non-Executive Directors of the Company for the financial year ended 31 December 2019. The remuneration comprises Non-Executive Directors’ fees and meeting attendance allowances. 3. Ordinary Resolution 6 – Approval for Directors’ fees from 1 January 2020 until the next AGM of the Company The Company is seeking the shareholders’ approval for the payment of Directors’ fees to the Non-Executive Directors retrospective from 1 January 2020 until the conclusion of the next AGM of the Company to be held in year 2021 in accordance with the revised Directors’ fees structure as set out below:- Fees (RM/year) Board/Board Committees Chairman Deputy Chairman Members Board 192,000 144,000 120,000 Audit Committee 22,400 – 16,000 Other Committees 8,000 – 4,800 The proposed Ordinary Resolution 6, if passed, will give approval to the Company to pay the Directors’ fees to the Non-Executive Directors in arrears on the basis as determined by the Board for their services as members of the Board and Board Committees. EXPLANATORY NOTES TO SPECIAL BUSINESSES 1. Ordinary Resolution 9 – Retention of Datuk Michael Tang Vee Mun as an Independent Non-Executive Director The proposed Ordinary Resolution 9, if passed, will authorise the retention of Datuk Michael Tang Vee Mun as an Independent Non-Executive Director of the Company. The Nomination Committee of the Company had assessed the independence of Datuk Michael Tang Vee Mun, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, and recommended to retain him as an Independent Non-Executive Director of the Company. The Board endorsed the Nomination Committee’s recommendation and is of the view that he shall continue to serve as an Independent Non-Executive Director based on the following reasons:- (i) He fulfils the criteria stated under the definition of “Independent Director” as defined in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad; (ii) He always demonstrates the values and principles associated with independence when deliberating on matters, promotes good corporate governance practices and facilitates the Board and Board Committees to perform their responsibilities effectively through his independent and objective directorship; and (iii) He discharges his duties and role as an Independent Non-Executive Director effectively due to his insight and good understanding of the industry and the Group’s various core business operations enable him to participate actively and contribute effectively during deliberations in robust discussion without compromising his independence and objective judgement. pg 273 Tropicana Corporation Berhad Annual Report 2019 Sustainability at Tropicana What We’ve Governed Financial Statements & Other Information