Tropicana Corporation Berhad Annual Report 2020

CORPORATE GOVERNANCE OVERVIEW STATEMENT X. Anti-Bribery and Anti-Corruption (“ABAC”) Policy A formal ABAC Policy was adopted on 28 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-executive) 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 www.tropicanacorp.com.my/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, whether as a whole or in their individual capacity, 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, to assist them in the 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 and professional advice. The Board is also 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, Group MD 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 except Dato’ Sri Badrul Hisham Bin Abdul Aziz 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. Mr Jared Ang Tzer Shen, Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun and Madam Vivienne Cheng Chi Fan who were appointed as Directors during FY2020, had attended the MAP prior or subsequent to their appointments, to facilitate themselves 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. The training programmes attended by the Directors of the Company during FY2020 are listed as below:- Name of Directors Title of Training Programmes/Seminars Tan Sri Dr Lim Wee Chai 1) WHITE Integrity Day in addressing the enforcement of Corporate Liability with BOD 2) Legal Talk 3) Leadership Talk by Amazon Web Service Malaysia 4) Transparency in Corporate Reporting: Assessing Malaysia’s Top 100 Public Listed Companies Debrief Session 5) Corporate Liability in Bribery Offences 6) Top Glove Virtual Executive Briefing Center Conference 7) Stewardship E-Conversation Series: Resilience, A Stewardship Journey 8) Invest Malaysia Economic Recovery: Policies & Opportunities 9) Big 5 Workplace Training Session for Success Management Executive Committee 10) Health Talk by Mr. F.E Chong: Strategic Nutrition for Optimal Health 11) EPF Workshop Session 1: Digital Transformation at EPF and its Impact on Malaysia 12) 2020 Singapore Summit Virtual Conference 13) 2 Days EPF Board Strategy Meeting at Top Glove Tower 14) FMM Penang, OCBC Virtual Power Talk 2020 via Webinar Zoom (Topic: Managing your Business in Covid-19 Times: Lessons and Opportunities in Supply Chain Management) 15) Day 1 APEC CEO Dialogues 2020 Webinar 16) Forbes Asia Virtual Forum 17) Forbes Asia CEO Webinar 18) World Economic Forum (WEF) Regional Action Group for Asia Pacific Virtual Meeting 19) H.S.H. Prince Live Broadcast (Insights of the Princely Family of Liechtenstein) Tan Sri Dato’ Tan Chee Sing Corporate Liability in Bribery Offences Mr Dion Tan Yong Chien Corporate Liability in Bribery Offences Datuk Michael Tang Vee Mun Corporate Liability in Bribery Offences Encik Mohd Najib Bin Abdul Aziz Corporate Liability in Bribery Offences Datuk Wira Lye Ek Seang Risk Management and Risk Governance in the New Normal, Considerations for Boards Ms Alice Dora Boucher 1) Corporate Liability in Bribery Offences 2) Raising Defenses: Section 17A, MACC Act Mr Jared Ang Tzer Shen (Appointed w.e.f. 13 October 2020) Mandatory Accreditation Programme Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun (Appointed w.e.f. 27 October 2020) Mandatory Accreditation Programme Madam Vivienne Cheng Chi Fan (Appointed w.e.f. 7 December 2020) 1) Invest Malaysia 2020: The Capital Market Conversation 2) Fraud Risk Management Workshop Dato’ Dickson Tan Yong Loong (Resigned w.e.f. 6 October 2020) Corporate Liability in Bribery Offences Mr Yeow Wai Siaw (Resigned w.e.f. 31 October 2020) Corporate Liability in Bribery Offences Mr Loh Chen Peng (Resigned w.e.f. 5 December 2020) Corporate Liability in Bribery Offences Encik Hafez Mohd Hashim Bin Razman Md Hashim (Resigned w.e.f. 4 February 2021) Corporate Liability in Bribery Offences 134 135 ANNUAL REPORT 2020 TROPICANA CORPORATION BERHAD GOVERNANCE