Tropicana Corporation Berhad Annual Report 2019

Retention of Independent Non-Executive Directors The Board Charter indicates the restriction for the tenure of an Independent Non-Executive Director to a cumulative term of nine (9) years. An Independent Non-Executive Director may continue to serve on the Board upon reaching the nine (9)-year term limit subject to the Independent Non-Executive Director’s re-designation as a Non-Independent Non-Executive Director. In the event that the Board intends to retain the Director as an Independent Non-Executive Director after the latter has served a cumulative term of nine (9) years, the Board must justify the decision and seek shareholders’ approval annually at the general meeting. In justifying the decision, the Nomination Committee is entrusted to assess the Director’s suitability to continue as an Independent Non-Executive Director based on the criteria of independence. The Board took note on the requirements under Practice 4.2 of the MCCG whereby if the Board continues to retain the Independent Non-Executive Director after the twelfth (12 th ) year tenure of service, the Board should seek annual shareholders’ approval through a two (2)-tier voting process. Activities of the Nomination Committee during FY2019 The Nomination Committee met four (4) times during FY2019. The Nomination Committee had carried out and discharged its duties as below:- (a) Reviewed the results of the evaluation of the effectiveness of the Board as a whole, the effectiveness of the Board Committees, the contributions of each individual Director and the independence of the Independent Non-Executive Directors, taking into consideration the required skills mix, experience, competence, integrity and other requisite qualities, including core competencies contributed by the Non-Executive Directors. The said evaluations, which were carried out annually, were properly documented. (b) Reviewed and recommended to the Board for approval, the proposed appointment of Madam Alice as an Independent Non-Executive Director of Tropicana. While making recommendation, the Nomination Committee had reviewed Madam Alice’s profile, taken into consideration Madam Alice’s qualification, background, skills, experiences, time commitment, competencies and disclosure of her other directorships and declaration of her independence as defined under Paragraph 1.01 of the MMLR of Bursa Malaysia Securities. (c) Reviewed and recommended the re-election of Directors in accordance with Article 97 and Article 103 of the Company’s Constitution at the 40 th AGM held on 25 June 2019. (d) Reviewed and recommended to the Board for consideration of the re-designation of Datuk Michael Tang Vee Mun, who had served as an Independent Non-Executive Director for a cumulative term of more than nine (9) years and was re-designated as a Non-Independent Non-Executive Director on 13 November 2018 , to Independent Non-Executive Director of Tropicana in accordance with the MCCG at the 40 th AGM held on 25 June 2019 based on the following reasons:- (i) He fulfils the criteria stated under the definition of “Independent Non-Executive Director” as defined in the MMLR of Bursa Malaysia Securities; (ii) He always demonstrates the values and principles associated with independence in the Board room, promotes good corporate governance practices and facilitates the Board to perform its 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 Group’s various core business operations over time. (e) Reviewed and recommended the extract of Nomination Committee report for inclusion in the Annual Report 2018 to the Board for approval. (f) Reviewed and recommended the proposed Diversity and Inclusion Policy to the Board for approval. Tropicana Corporation Berhad Annual Report 2019 pg 85 Sustainability at Tropicana What We’ve Governed Financial Statements & Other Information