Tropicana Corporation Berhad Annual Report 2019

The Board of Directors (“ Board ”) of Tropicana Corporation Berhad (“ Tropicana ” or “ the Company ”) is committed to maintain high standards of corporate governance to protect and enhance the shareholders’ value as well as the continued growth and success of the Company and its subsidiaries (“ the Group ”). The Board supports the principles and recommendations of the Malaysian Code on Corporate Governance issued by the Securities Commission Malaysia (“ MCCG ”). The Board will continue to review the existing corporate governance practices throughout the Group and to undertake appropriate actions in embedding the principles and recommendations of the MCCG. This Corporate Governance Overview Statement (“ Statement ”), which is made pursuant to Paragraph 15.25(1) of the Main Market Listing Requirements (“ MMLR ”) of Bursa Malaysia Securities Berhad (“ Bursa Malaysia Securities ”), sets out an overview of the application of the principles in the MCCG in which the Group has applied the principles and the recommendations of the MCCG throughout the financial year ended 31 December 2019 (“ FY2019 ”). Details of the application of each practice of the MCCG during FY2019 are disclosed in the Corporate Governance Report (“ CG Report ”) in the format prescribed by Paragraph 15.25(2) of the MMLR of Bursa Malaysia Securities, which is available on the Company’s website at https://www.tropicanacorp.com.my/about-tropicana/corporate-governance as well as the website of Bursa Malaysia Securities. This Statement made reference and provide the details on how the Company applied and upheld the three (3) main principles highlighted in the MCCG during FY2019, which are:- Corporate Governance Overview Statement In addition, the Company’s corporate governance framework is based on the following statutory requirements in building the sustainability values:- PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS I. Board Responsibilities The Board assumes the following principal responsibilities in discharging its fiduciary duties and leadership functions:- • reviews and adopts the strategic plan for the Group; • oversees the conduct of the Group’s businesses to determine whether the businesses are being properly managed; • identifies principal risks and ensures the implementation of appropriate systems to manage these risks; • establishes a succession plan for the Company; • oversees the development and implementation of an investor relations programme for the Company; • reviews the adequacy and the integrity of the Group’s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines; • ensures the Company’s financial statements are true and fair and conform with the laws; and • ensures the Company adheres to high standards of ethics and corporate behaviour. During FY2019, in addition to routine matters, the Board looked into the Group’s sustainability reporting matters and had adopted a new Remuneration Policy for Directors and Senior Management. On top of that, the Board also assessed the impact of corporate liabilities under the Malaysian Anti-Corruption Commission (Amendment) Act 2018. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT MMLR Companies Act 2016 MCCG Tropicana Group’s Corporate Governance Framework Tropicana Corporation Berhad Annual Report 2019 pg 80 About Tropicana Our Strategic Performance Our Leadership