Tropicana Corporation Berhad Annual Report 2020

CORPORATE GOVERNANCE OVERVIEW STATEMENT (iii) Pricing Committee The Pricing Committee shall comprise not fewer than five (5) members, majority of whom shall be Independent Non-Executive Directors and a minimum of two (2) Non-Executive Directors. As at the date of this Statement, the composition of the Pricing Committee are as follows:- Name Position Designation Encik Mohd Najib Bin Abdul Aziz Chairman Independent Non-Executive Director Mr Dion Tan Yong Chien Member Group MD Mr Jared Ang Tzer Shen (Appointed w.e.f. 4 November 2020) Member Group Executive Director Datuk Wira Lye Ek Seang Member Independent Non-Executive Director Ms Alice Dora Bouche r (Appointed w.e.f. 10 June 2020) Member Independent Non-Executive Director The principal objective of the Pricing Committee is to approve the minimum/net selling prices of the new launches of properties to be developed by the Group to ensure that the prices set are market driven. (iv) Investment Committee The Investment Committee shall comprise not fewer than five (5) members, with at least two (2) Independent Non-Executive Directors. As at the date of this Statement, the composition of the Investment Committee are as follows:- Name Position Designation Datuk Michael Tang Vee Mun Chairman Senior Independent Non-Executive Director Mr Dion Tan Yong Chien Member Group MD Datuk Wira Lye Ek Seang (Appointed w.e.f. 4 February 2021) Member Independent Non-Executive Director Mr Lee Han Ming (Appointed w.e.f. 9 February 2021) Member Group CEO Encik Mohd Najib Bin Abdul Aziz (Appointed w.e.f. 25 March 2021) Member Independent Non-Executive Director The principal objectives of the Investment Committee are to enhance the shareholders’ value and to protect the stakeholders’ interests and to ensure the continued growth and success of the Company. The Investment Committee reviews the proposed transactions or proposed investments with a view to strategically allocate the Group’s financial resources efficiently and to eliminate or minimise the risk of oversight in investment decisions. V. Board Meeting and Meetings Attendance The Board meets at least once every quarter on a scheduled basis and additional meetings will be convened as and when deemed necessary by the Board. The quarterly Board meetings are scheduled in advance at the commencement of the financial year to allow the Directors to plan their appointments ahead and to facilitate full attendance at Board meetings. All proceedings, deliberations and conclusions of Board meetings are minuted by the Company Secretary and are confirmed by the Board members at the next Board meeting and subsequently signed by the Chairman as the correct record of proceedings of the meeting, or signed by the Chairman of the meeting at which the proceedings were held. A total of six (6) Board meetings were held during FY2020 and the attendance of each Board member are set out as below:- Director Designation Attendance of Board Meetings Tan Sri Dr LimWee Chai Non-Independent Non-Executive Chairman 6/6 Tan Sri Dato’ Tan Chee Sing Group Executive Vice Chairman 6/6 Mr Dion Tan Yong Chien Group MD 6/6 Datuk Michael Tang Vee Mun* Senior Independent Non-Executive Director 6/6 Encik Mohd Najib Bin Abdul Aziz Independent Non-Executive Director 6/6 Datuk Wira Lye Ek Seang Independent Non-Executive Director 6/6 Ms Alice Dora Boucher Independent Non-Executive Director 6/6 Mr Jared Ang Tzer Shen (Appointed w.e.f. 13 October 2020) Group Executive Director 2/2 @ Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun (Appointed w.e.f. 27 October 2020) Independent Non-Executive Director 2/2 @ Madam Vivienne Cheng Chi Fan (Appointed w.e.f. 7 December 2020) Independent Non-Executive Director 0/0 @ Dato’ Dickson Tan Yong Loong (Resigned w.e.f. 6 October 2020) Deputy Group CEO 3/3 # Mr Yeow Wai Siaw (Resigned w.e.f. 31 October 2020) Group CEO 4/4 # Mr Loh Chen Peng (Resigned w.e.f. 5 December 2020) Independent Non-Executive Director 5/5 # Encik Hafez Mohd Hashim Bin Razman Md Hashim (Resigned w.e.f. 4 February 2021) Independent Non-Executive Director 6/6 # Note: * Re-designated from Independent Non-Executive Director to Senior Independent Non-Executive Director on 7 December 2020. @ Reflects the number of meetings held during FY2020 after his/her appointment as Director. # Reflects the number of meetings held during FY2020 prior to his resignation as Director. 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 FY2020 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; • regularly update and keep the Board and Management informed of the requirements in dealing with the securities of the Company during closed period and non-closed period; and • assisting the communications between the Board and Management. The Company Secretaries had assessed the requirements of the Companies Act 2016 (“ the Act ”) and MCCG and facilitated training for the Board on the approaches envisaged by the Act and MCCG as well as providing 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 www.tropicanacorp.com.my/corporate-governance 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 regards 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 March 2021, 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 www.tropicanacorp.com.my/corporate-governance IX. Whistleblowing Policies and Procedures A formal Whistleblowing Policy (“ WBP ”) was adopted 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 www.tropicanacorp.com.my/corporate-governance 132 133 ANNUAL REPORT 2020 TROPICANA CORPORATION BERHAD GOVERNANCE