Tropicana Corporation Berhad Annual Report 2019

IX. Whistleblowing Policies and Procedures A formal Whistleblowing Policy (“ WBP ”) was formed since it was established on 1 June 2017. The WBP is to provide an avenue for all employees of the Group and members of the public to disclose any improper conduct in accordance with the procedures as provided for under the WBP and to provide protection to the employees and members of the public who report such allegations. The WBP is also included in the Group’s Employee’s Handbook. The WBP is available on the Company’s website at https://www.tropicanacorp.com.my/about-tropicana/corporate- governance. X. Anti-Bribery and Anti-Corruption Policy A formal Anti-Bribery and Anti-Corruption Policy (“ ABAC Policy ”) was adopted on 29 May 2020. The ABAC Policy serves to provide guidance on how to prevent, deal with and combat bribery and corrupt activities and issues that may arise in the course of business. The ABAC Policy is applicable to all employees, directors (executive and non-executives) and any person who performs services for and on behalf of the Group, which includes contractors, sub-contractors, consultants, suppliers, agents, intermediaries and representatives of the Group. The ABAC Policy is available on the Company’s website at https://www.tropicanacorp.com.my/about-tropicana/corporate- governance. XI. Supply of Information The Directors have full and unrestricted access to all information pertaining to the Group’s businesses and affairs to enable them to discharge their duties. All Directors have access to the advices and services of the Company Secretaries and senior management and may seek independent professional advice, at the Company’s expense, if required, in furtherance of their duties. All Directors are provided with reports and other relevant information on timely manner, covering various aspects of the Group’s operations and performance. The Board is also provided with the agenda and a set of board papers prior to the Board meetings to allow sufficient time for the Directors to peruse, review, consider and deliberate on the issues and, where necessary, to obtain further information and explanations to facilitate informed decision-making. Management is responsible for furnishing the Board with all information that may assist the Board in discharging its responsibilities and to facilitate informed decision-making. The in-house Company Secretary attends all Board meetings and ensures that accurate and adequate records of the proceedings of the Board meetings and decisions made are properly recorded. Senior management of the Group, External Auditors and advisors are also invited to attend Board meetings on specific items on the agenda which require clarification. The Board will also be briefed on the latest updates on the Group’s business activities. The Company Secretaries are responsible for ensuring the procedures of the Board meeting are followed and that applicable rules and regulations are complied with. The Company Secretaries update the Directors on any new changes and developments to the statutory or regulatory requirements concerning their duties and responsibilities as well as general statutory compliances whenever the changes arise. XII. Appointment and Re-Election to the Board In accordance with the Company’s Constitution, all Directors who are appointed by the Board either to fill a casual vacancy or as an addition to the existing Directors are subject to re-election by shareholders at the AGM following their appointment. The Constitution also provides that at least one-third (1/3) of the Directors be subjected to re-election by rotation at each AGM, including the Group CEO, Deputy Group CEO, Group Managing Director and Executive Director provided always that all the Directors shall retire from their office at least once in every three (3) years. All retiring Directors are eligible to offer themselves for re- election at the AGM. The Board continuously reviews its size and composition with particular consideration on its impact on the effective functioning of the Board. Any proposed candidate for the appointment as Director will be reviewed and recommended by the Nomination Committee to the Board for full deliberation and approval. XIII. Directors’ Training All Directors have attended the Mandatory Accreditation Programme (“ MAP ”) prescribed by Bursa Malaysia Securities. Directors are encouraged to attend continuing education programmes and seminars to keep themselves abreast with current developments in the market place and with new statutory and regulatory requirements. They are provided with updates from time to time on relevant new laws and regulations affecting their directorships and relevant compliances. Madam Alice who was appointed on 26 February 2019 had attended the MAP to facilitate herself with comprehensive understanding of the roles and responsibilities as director, key obligations of listed companies and director under MMLR of Bursa Malaysia Securities as well as the importance of corporate governance. Corporate Governance Overview Statement Tropicana Corporation Berhad Annual Report 2019 pg 90 About Tropicana Our Strategic Performance Our Leadership