Tropicana Corporation Berhad Annual Report 2020

CORPORATE GOVERNANCE OVERVIEW STATEMENT 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 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. As at the date of this Statement, the Nomination Committee had considered and recommended the appointments of the following seven (7) Directors:- a) Mr Jared Ang Tzer Shen; b) Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun; c) Madam Vivienne Cheng Chi Fan; d) Mr Lee Han Ming; e) Datuk Siw Chun A/P Eam; f) Dato’ Dr Teo Tong Kooi; and g) Dato’ Sri Badrul Hisham Bin Abdul Aziz. The Nomination Committee had reviewed their profiles and curriculum vitae, the qualifications and the disclosure of their other directorships and had considered their backgrounds, academic qualifications, skills, experiences, time commitment and competencies prior to their appointment as Directors of the Company. Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun, Madam Vivienne Cheng Chi Fan, Datuk Siw Chun A/P Eam, Dato’ Dr Teo Tong Kooi and Dato’ Sri Badrul Hisham Bin Abdul Aziz who were appointed as Independent Non-Executive Directors of the Company had declared their independence as defined under paragraph 1.01 of the MMLR of Bursa Malaysia Securities. Diversity and Inclusion Policy The Board has adopted a Diversity and Inclusion Policy on 28 November 2019 upon recommendation by the Nomination Committee. Tropicana recognises the importance and benefits of diversity in the workplace and at the Board level and has committed to creating a culture that respects and values each other’s difference and promotes equality and diversity. In order 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 additional two (2) female Independent Non-Executive Directors, Madam Vivienne Cheng Chi Fan and Datuk Siw Chun A/P Eam, to the Board on 7 December 2020 and 4 February 2021 respectively. Currently the Board has three (3) female directors. 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 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. With regards to the Board evaluation for FY2020, 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 each member of the Audit Committee; 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 to make better decisions. The criterias 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’s deliberations, 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 has 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. Re-designation as Senior Independent Non-Executive Director The Board has approved the re-designation of Datuk Michael Tang Vee Mun as a Senior Independent Non-Executive Director of Tropicana on 7 December 2020 upon recommendation by the Nomination Committee. On a good governance practices, the appointment of Senior Independent Non-Executive Director is made on the basis of suitability in terms of relevant industrial experiences, qualifications, expertise and any other criterion that the Board thinks fit, in determining the eligibility of a Director as a Senior Independent Non-Executive Director in view of the size and complexity of the Group’s businesses. The Board had also taken into account the policy of inclusion and diversity under the MCCG. In manifesting the Board’s commitment towards sound governance, the Board has benchmarked its Senior Independent Non-Executive Director’s terms of reference against the relevant promulgations as well as other duties and responsibilities and conflicts of interest. The terms of reference shall be reviewed by the Board on a regular basis as it deems appropriate to reflect good governance practices and/or any regulatory compliances. The principal responsibilities of the Senior Independent Non-Executive Director are as follows: • to act as an intermediary for other Directors in the event of difference in opinions; • to act as a conduit to the Board for the communication of shareholders’ concerns when other channels of communication are inappropriate; • to ensure that the views of the other Non-Executive Directors are given due consideration; • to act as Chair of the Board when matters concerning the Chair are considered; and • committed to ensure best governance practices at all times are upheld. Retention of Independent Non-Executive Director 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 FY2020 The Nomination Committee met five (5) times during FY2020. The Nomination Committee had carried out and discharged its main 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 the extract of Nomination Committee report in the Corporate Governance Overview Statement for inclusion in the Annual Report 2019 to the Board for approval. 128 129 ANNUAL REPORT 2020 TROPICANA CORPORATION BERHAD GOVERNANCE