Tropicana Corporation Berhad Annual Report 2020

The remuneration paid to the top five (5) key senior management personnel for FY2020 are as follows:- Remuneration Range Name of Key Senior Management 1,600,001 – 1,650,000 Mr Lee Han Ming The remuneration of the other top four (4) key senior management personnel namely, Tan Sri Dato’ Tan Chee Sing, Mr Yeow Wai Siaw, Dato’ Dickson Tan Yong Loong and Mr Dion Tan Yong Chien, who are also Executive Directors of the Company, have been disclosed under the Directors’ Remuneration section. Directors’ Remuneration The details of remuneration of the Directors of the Company comprising remuneration received/receivable from the Company and its subsidiaries during FY2020 are as follows: 1) Non-Executive Directors 1 Directors’ Fees (RM) Board Committees’ Fees 2 (RM) Meetings Allowances 3 (RM) Tan Sri Dr LimWee Chai 192,000.00 4,800.00 8,000.00 Datuk Michael Tang Vee Mun 120,683.00 25,600.00 13,000.00 Encik Mohd Najib Bin Abdul Aziz 120,000.00 37,889.00 13,000.00 Datuk Wira Lye Ek Seang 120,000.00 17,600.00 10,000.00 Ms Alice Dora Boucher 120,000.00 8,067.00 10,000.00 Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun (Appointed w.e.f. 27 October 2020) 21,639.00 – 2,000.00 Madam Vivienne Cheng Chi Fan (Appointed w.e.f. 7 December 2020) 8,197.00 1,421.00 – Mr Loh Chen Peng (Resigned w.e.f. 5 December 2020) 120,000.00 20,800.00 9,000.00 Encik Hafez Mohd Hashim Bin Razman Md Hashim (Resigned w.e.f. 4 February 2021) 120,000.00 33,600.00 13,000.00 Note: 1 The remuneration of Non-Executive Directors was approved by the shareholders at the 41 st AGM of the Company. 2 Fees for being the Chairman and/or members of the Board Committees. 3 Meeting allowances for attendance of meetings of the Board and Board Committees. 2) Executive Directors Salary (RM) Bonus (RM) Defined Contribution Plan (RM) Other Emoluments (RM) Total (RM) Tan Sri Dato’ Tan Chee Sing 3,762,000 4,800,000* 1,686,575 – 218,537 – – 1,200,000* 5,667,112 6,000,000* Mr Dion Tan Yong Chien 1,023,906 432,480 182,893 60,000 1,699,279 Mr Jared Ang Tzer Shen (Appointed w.e.f. 13 October 2020) 134,430 543,821* – 174,840* 16,286 87,014* – – 150,716 805,675* Dato’ Dickson Tan Yong Loong (Resigned w.e.f. 6 October 2020) 687,830 – 223,320 – 112,725 30,539* 25,000 250,000* 1,048,875 280,539* Mr Yeow Wai Siaw (Resigned w.e.f. 31 October 2020) – 201,400 – 1,677,297 1,878,697 Note: * Remuneration received from other subsidiaries within the Group. (The above disclosure s include all Directors who held office during the FY2020) CORPORATE GOVERNANCE OVERVIEW STATEMENT (c) Reviewed and recommended to the Board for consideration of the retention 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 in accordance with the MCCG at the 41 st AGM held on 9 September 2020 based on the following reasons:- (i) He fulfils the criteria stated under the definition of “Independent Director” as defined in the MMLR of Bursa Malaysia Securities; (ii) He always demonstrates the values and principles associated with independence when deliberating on matters, promotes good corporate governance practices and facilitates the Board and Board Committees to perform their 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. (d) Reviewed and recommended the re-election of Directors in accordance with Clause 113 of the Company’s Constitution at the 41 st AGM held on 9 September 2020. (e) Reviewed and recommended to the Board for approval, the proposed appointment of Mr Jared Ang Tzer Shen as a Group Non-Independent Executive Director of Tropicana. (f) Reviewed and recommended to the Board for approval, the proposed appointments of Madam Vivienne Cheng Chi Fan and Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun as Independent Non-Executive Directors of Tropicana. (g) Reviewed and recommended to the Board for approval, the proposed changes of the terms of reference of the Nomination Committee. (h) Considered and recommended to the Board for approval, the changes to the compositions of the Board Committees following the resignations and appointments of Directors of the Company. (ii) Remuneration Committee As at the date of this Statement, the Remuneration Committee consists of four (4) members, all of which are Independent Non-Executive Directors. The composition of the Remuneration Committee are as follows:- Name Position Designation Datuk Michael Tang Vee Mun Chairman Senior Independent Non-Executive Director Datuk Wira Lye Ek Seang Member Independent Non-Executive Director Encik Mohd Najib Bin Abdul Aziz (Appointed w.e.f. 10 June 2020) Member Independent Non-Executive Director Datuk Siw Chun A/P Eam (Appointed w.e.f. 4 February 2021) Member Independent Non-Executive Director The Remuneration Committee assists the Board in its responsibilities of assessing the remuneration packages of the Directors of the Company as well as the Key Personnel of the Group. The compensation and benefits shall be aligned with the business strategy and long-term objectives of the Group, and shall reflect the calibre, competency, experience, skills, expertise, responsibilities and commitment of the Key Personnel as well as the complexity of the Group’s activities. Thus, the components of the compensation and benefits of the Key Personnel shall be structured in a way to link rewards to corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration shall reflect the contributions, commitment, experience, expertise and responsibilities undertaken by the particular Non-Executive Director concerned and the complexity of the Group’s activities. The Remuneration Committee met three (3) times during FY2020. During FY2020, the Remuneration Committee had reviewed and recommended the following matters to the Board for approval:- (a) Proposed 2020 salary increments and bonus for the financial year ended 31 December 2019 for the Executive Directors, Senior Management and the employees of the Company and its group of companies; (b) Proposed remuneration packages payable to the newly appointed Directors of the Company; and (c) Proposed changes of the terms of reference of the Remuneration Committee. 130 131 ANNUAL REPORT 2020 TROPICANA CORPORATION BERHAD GOVERNANCE