Tropicana Corporation Berhad Annual Report 2019

New Appointment to the Board and Senior Management The Nomination Committee has been given the responsibility to recommend new appointments to the Board, Board Committees and senior management who hold the key pivotal positions in Tropicana and its group of companies (“ Key Personnel ”) on an on-going basis, with a view to ensure that the Board composition meets the needs, objectives and aspirations of the Company. Considerations should be given to the competencies, commitment, contribution and performance of the potential candidates. The Nomination Committee also reviews the evaluation process and evaluation forms for all Board members in respect of the annual evaluations of the effectiveness of the Board, Board Committees and the contribution of each Director. The selection criteria of members of the Board are primarily based on the merits of competency, knowledge, experiences, expertise, skills, character, integrity and time commitment of the candidates, and taking into consideration the diversity in gender, ethnicity and age. Diversity and Inclusion Policy During FY2019, the Board has adopted a Diversity and Inclusion Policy on 28 November 2019 upon recommendation by the Nomination Committee. Tropicana recognises the importance and benefit of diversity in the workplace and Board level and has committed to create a culture that respects and values each other’s difference and promotes equality and diversity. To pursue the objective of diversity, Management of Tropicana will ensure that the recruitment and selection practices at all levels (from the Board downwards) are appropriately structured so that a diverse range of candidates in terms of skill, knowledge, experience, gender, age, ethnicity, race, religion and cultural background are considered. In assessing suitable candidate for appointment to the Board and Key Personnel in the Group, the Nomination Committee and the Board also accord due consideration to gender diversity, age, required mix of skills, knowledge and experience, cultural background and other qualities, including core competencies and integrity. The Board recognises the challenges in achieving the right balance of gender diversity on the Board. This will be done over time, taking into account the present size of the Board, the valuable knowledge and experience of the present Board members and the evolving challenges to the Company over time. Nevertheless, the Company has taken its initiative in fulfilling its corporate governance goals on gender diversity by appointing Madam Alice Dora Boucher (“ Madam Alice ”), a female Independent Non-Executive Director to the Board on 26 February 2019. In cognisant of the importance to promote gender diversity, the Company is committed to putting its efforts in getting more suitable female candidate to join the Board and senior management positions. Annual Board Evaluation With regards to the Board evaluation for FY2019, the Nomination Committee conducted annual assessment in the following aspect:- (a) effectiveness of the Board as a whole; (b) effectiveness of the Board Committees; (c) contributions of each individual Director; and (d) independence of the Independent Non-Executive Directors. The criteria on the evaluation of the effectiveness of the Board as a whole related to, amongst others, the appropriate composition and committees in correspondence to the Board’s oversight duties and the development of the Company’s strategy, the right mix of skills and experience to optimise performance, and the clear definition of the roles and responsibilities of the Board and individual Directors. The criteria on the evaluation of the effectiveness of the Board Committees related to, inter alia, the right composition of each Board Committee in terms of number and expertise, whether each Board Committee properly discharges its duties and responsibilities, and whether each Board Committee provides useful information and recommendations that assist the Board makes better decision. The criteria on the evaluation of the contributions of each individual Director related to, such as, whether the Director shares his insights, adds value to the Board, applies analytical and conceptual skills to the decision-making process, provides realism and practical advice to Board deliberation, as well as assesses and links short-term issues to the long-term strategy of the Company. In terms of the assessment on the independence of the Independent Non-Executive Directors, each Independent Non-Executive Director conducted a self-evaluation of his/her independence based on the criteria of independence as defined under Paragraph 1.01 of the MMLR of Bursa Malaysia Securities, and signed-off a confirmation slip accordingly. In addition, each Independent Non-Executive Director self-checked his/her ability to advise the Board on matters relating to any existing transactions where conflict of interests exist and on matters requiring deliberation by Independent Non-Executive Directors such as related party transactions. Each Independent Non-Executive Director also verified and declared his/her tenure of service as Independent Non-Executive Director in the Company in the confirmation slip. Thereafter, the said confirmation slips were reviewed by the Nomination Committee. Corporate Governance Overview Statement Tropicana Corporation Berhad Annual Report 2019 pg 84 About Tropicana Our Strategic Performance Our Leadership