Tropicana Corporation Berhad Annual Report 2019

All the existing Directors as at the date of this Statement have complied with the minimum requirement of 50% attendance in respect of Board meetings in FY2019 as stipulated in the MMLR of Bursa Malaysia Securities. In the intervals between Board meetings, for any matters requiring Board’s decisions, Board’s approvals are obtained through circular resolutions. The resolutions passed by way of such circular resolutions were then noted by the Board in the next quarterly Board meeting. The Directors are expected to allocate sufficient time to the Company to perform their duties effectively, including being prepared for the meetings and contributing effectively to the businesses of the Company. Directors of the Company must not hold directorships in more than five (5) public listed companies and they should notify the Board for any change of their directorships and such notification should include an indication of time that will be spent on the new appointment. VI. Company Secretaries The appointment and removal of Company Secretaries is a matter of the Board as a whole. The Board recognises the importance that the Company Secretaries should be suitably qualified and capable of carrying out the duties required of the post. The key roles of the Company Secretaries are to provide unhindered professional advices and services to the Directors as and when the need arises, and to enhance the effective functioning of the Board and to ensure regulatory compliance. Other primary responsibilities of the Company Secretaries includes:- • advising the Board and Management on the governance issues; • ensuring compliance of MMLR of Bursa Malaysia Securities and related statutory obligations; • attending the Board, Board Committees and general meetings and ensuring the Board meeting procedures are followed and also proper recording of minutes; • ensuring the proper maintenance of statutory registers and records; • assisting the Chairman in the preparation and conduct of meetings; • updating the Directors on any new changes and developments to the statutory or regulatory requirements concerning their duties and responsibilities as well as those concerning the Company; and • assisting the communications between the Board and Management. With the new corporate landscape set by the new implementation of the Companies Act 2016 (“ Act ”) and MCCG, the Company Secretaries had assessed the requirements of the Act and MCCG, facilitated training for the Board on the approaches envisaged by the Act and MCCG and provided advice to the Board on the application of practices within the Group. VII. Ethics and Codes The Board acknowledges its leadership role in creating ethical values and observing ethical conduct. The Board adopts and observes the Code of Ethics for Company Directors established by the Companies Commission of Malaysia, as the Board is fully supportive of the principles in the said Code of Ethics and finds it suitable for the Company to uphold the same principles. A copy of the said Code of Ethics for Company Directors can be found in the Board Charter marked as “Appendix I” on the Company’s website at https://www.tropicanacorp.com.my/about- tropicana/corporate-governance/board-charter. VIII. Board Charter The Board is accountable and responsible for the performance and governance activities of the Group with a view of protecting shareholders’ value and recognising the interests of all other stakeholders namely, customers, suppliers, contractors, employees, regulators, members of the communities and all others with whom Tropicana interfaces. The Board Charter is intended to identify the role, structure and processes related to key governance activities of the Board. It serves as a reference point for Board’s activities. It is designed to provide guidance and clarity for Directors and Management with regard to the role of the Board and its Committees, the roles of the top key positions of the Company and the requirements of Directors in carrying out their roles and in discharging their duties towards the Company as well as the Board’s operating practices. In August 2018, the Board Charter was revised to encompass the changes to the reviews of the Act, MMLR of Bursa Malaysia Securities and principles under the MCCG. A copy of the Board Charter is available on the Company’s website at https://www.tropicanacorp.com.my/about-tropicana/corporate- governance/board-charter. Tropicana Corporation Berhad Annual Report 2019 pg 89 Sustainability at Tropicana What We’ve Governed Financial Statements & Other Information