Tropicana Corporation Berhad Annual Report 2019

The Board is mindful of the importance of building a sustainable business and therefore, takes into consideration its environmental, social and governance impact when developing the corporate strategy of the Group. The Company’s activities in corporate social responsibilities for the year under review are disclosed on page 75 of this Annual Report. In discharging its duties, the Board is guided by its Board Charter which outlines the duties and responsibilities of the Board, the Chairman, Vice Chairman, Group Chief Executive Officer (“ CEO ”) and Deputy Group CEO. The Board Charter which is available on the Company’s website at https://www.tropicanacorp.com.my/about- tropicana/corporate-governance/board-charter sets out processes and procedures for convening Board meetings. Matters specifically reserved for the Board and those delegated to Board Committees are clearly defined in the Board Charter. The Board Charter is reviewed as and when required to be aligned with the practices recommended in the MCCG and provisions in the MMLR of Bursa Malaysia Securities as well as current practices. The Chairman leads the Board in establishing and monitoring good corporate governance practices and carries out a leadership role in the conduct of the Board and in his relations with shareholders and other stakeholders. The primary responsibilities of the Chairman are, amongst others, as follows:- • to lead the Board and to ensure the effectiveness of all aspects of the Board’s role; • to ensure the efficient organisation and conduct of the Board’s functions and meetings; • to facilitate the effective contribution of all Directors at Board meetings; • to promote constructive and respectful relations among Directors, and between the Board and Management; and • to ensure effective communication with shareholders and relevant stakeholders. II. Board Composition Throughout FY2019, the Board composition complies with Paragraph 15.02 of the MMLR of Bursa Malaysia Securities whereby at least two (2) Directors or one-third (1/3) of the Board, whichever is the higher, are made up of Independent Non-Executive Directors. The Board, as at the date of this Statement consists of eleven (11) members, which made up of one (1) Non-Independent Non-Executive Chairman, six (6) Independent Non-Executive Directors and four (4) Executive Directors. The Board comprises members from diverse backgrounds ranging from property development, investments, finance and accounting, banking, audit, risk management, legal, business and general management, information technology, public administration and multimedia. The Directors provide the Group with diverse views and a wealth of expertise, experiences and networks to draw upon. The Board’s decisions are based on diverse perspectives/insights and are made objectively in the best interests of the Company. The profiles of the Directors are set out on pages 40 to 46 of this Annual Report. 0 1 2 3 4 5 60-69 50-59 40-49 30-39 Age versus Number of Director Board Composition Non-Independent Non-Executive Chairman Independent Non-Executive Directors Executive Directors 36% 55% 9% Malaysian Malay Malaysian Eurasian Malaysian Chinese Nationality / Ethnicity 9% 18% 73% Tropicana Corporation Berhad Annual Report 2019 pg 81 Sustainability at Tropicana What We’ve Governed Financial Statements & Other Information