Tropicana Corporation Berhad Annual Report 2019

III. Board Independence The presence of the experienced Independent Non-Executive Directors has ensured proper check and balance in the Board, and provides unbiased and independent views, advice and judgement, besides playing key supporting roles. There is a clear division of responsibilities at the head of the Company. The Chairman and Group Executive Vice Chairman represent the Board to the shareholders and are responsible for the effective running of the Board. The Group CEO, assisted by the Deputy Group CEO and the Group Managing Director are fully responsible for the effective running of the Group’s operations and the implementation of the Board’s policies and decisions. The positions of Chairman and Group CEO are held by different individuals. The clear distinction of responsibilities between the Chairman and the Group CEO ensures a balance of power and authority, such that no individual or small group of individuals can dominate the Board’s decision-making. It is mandatory for all members of the Board to declare any of their interests in the transactions undertaken by the Group. In such instances, the interested Director(s) shall abstain from deliberation and the decision-making process. IV. Governance Model and Framework Governance Model Corporate Governance Overview Statement Risk Management Committee EXTERNAL AUDITORS BOARD SHAREHOLDERS • Group Executive Vice Chairman • Group CEO • Deputy Group CEO • Group Managing Director Remuneration Committee Investment Committee Nomination Committee Audit Committee Internal Audit Pricing Committee Approve the appointment Accountable Accountable Report to Delegates Recommends the appointment Tropicana Corporation Berhad Annual Report 2019 pg 82 About Tropicana Our Strategic Performance Our Leadership