Tropicana Corporation Berhad Annual Report 2020

CORPORATE GOVERNANCE OVERVIEW STATEMENT ACCOUNTABILITY AND AUDIT Financial Reporting The Board is responsible for ensuring the financial statements of the Company and the Group are drawn up in accordance with the Financial Reporting Standards and the Act so as to give a true and fair view of the financial position of the Company and of the Group as at 31 December 2020 and of their financial performance and cash flows for the year then ended. The Board is committed to providing a clear, balanced and comprehensive meaningful assessment of the Group’s financial performance and prospects, primarily through the annual financial statements and quarterly announcements of results to shareholders. The Group’s audited financial statements for FY2020 are presented on pages 151 to 292 in this Annual Report. PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT I. Audit Committee As at the date of this Statement, the Audit Committee consists of four (4) members, all of which are Independent Non-Executive Directors and one (1) of whom is qualified Accountant. The composition of the Audit Committee are as follows:- Name Position Designation Encik Mohd Najib Bin Abdul Aziz Chairman Independent Non-Executive Director Madam Vivienne Cheng Chi Fan (Appointed w.e.f. 7 December 2020) Member Independent Non-Executive Director Ms Alice Dora Boucher (Appointed w.e.f. 4 February 2021) Member Independent Non-Executive Director Dato’ Dr Teo Tong Kooi (Appointed w.e.f. 25 March 2021) Member Independent Non-Executive Director II. Risk Management Committee The Board recognises that proper risk management and internal control are important aspects of the Company’s governance, management and operations. As at the date of this Statement, the Risk Management Committee comprises the following members: Name Position Designation Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun (Appointed as Chairman w.e.f. 25 March 2021) Chairman Independent Non-Executive Director Mr Dion Tan Yong Chien Member Group MD Datuk Michael Tang Vee Mun Member Senior Independent Non-Executive Director Ms Alice Dora Boucher (Appointed w.e.f. 10 June 2020) Member Independent Non-Executive Director Madam Vivienne Cheng Chi Fan (Appointed w.e.f. 7 December 2020) Member Independent Non-Executive Director The responsibilities of the Risk Management Committee for risk oversight include, amongst others, to set out the objectives, strategies and scope of risk management activities for the Group and to ensure that the Group’s risk management strategy and methodology have been implemented and consistently applied. The Risk Management Committee held four (4) meetings during FY2020 to review the quarterly risk profiles of the Group and the proposed changes of the terms of reference of the Risk Management Committee to the Board for approval. Risk Management and Internal Control The Board has overall responsibility for maintaining a sound system of internal controls which includes financial controls, operational and compliance controls and risk management to safeguard shareholders’ interests and the Company’s assets. The Group’s system of internal control is regularly reviewed to ensure its effectiveness. While acknowledging its responsibility for the system of internal control, the Board is aware that such system cannot totally eliminate risks and thus, can never be an absolute assurance against the Group failing to achieve its objectives. The Audit Committee assists and supports the Board in fulfilling its fiduciary responsibilities in terms of the Group’s financial reporting practices, accounting policies, internal controls and in assessing the suitability and independence of the Group’s External and Internal Auditors. The Chairman of the Audit Committee is an Independent Non-Executive Director and is not the Chairman of the Board. In line with MCCG, the Company has revised the terms of reference of the Audit Committee to include that no former key audit partner could be appointed as a Director (including member of the Audit Committee) before observing a cooling-off period of at least two (2) years. During FY2020, the External Auditors had confirmed to the Audit Committee members of their independence throughout the conduct of the audit engagement for FY2020 with the Company in accordance with the independence criteria set out under the By Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants. The Audit Committee met five (5) times during FY2020. The activities of the Audit Committee for FY2020 are reported in the Audit Committee Report as set out on pages 145 to 146 of this Annual Report. Relationship with External Auditors The Board, through the Audit Committee, has always maintained a formal and transparent relationship with the External Auditors. During FY2020, the Audit Committee had invited the External Auditors to its meeting held on 24 February 2020 to report the audit findings in respect of the true and fair view of the Group’s audited financial statements for the financial year ended 31 December 2019 (“ AFS2019 ”), and to report the audit results of the AFS2019 at its meeting held on 3 June 2020, as well as the Audit Planning Memorandum for the Group’s financial statements for FY2020 at its meeting held on 12 November 2020. The Audit Committee also met with the External Auditors without the presence of the Executive Directors and Management of the Company or the Group for two (2) times on 24 February 2020 and 12 November 2020, in order to provide the External Auditors with an avenue to candidly express any concerns they may have, including those relating to their ability to perform their work without restraint or interference. The External Auditors are encouraged to contact the Audit Committee Chairman or any of the Audit Committee members directly whenever they deem necessary to discuss audit matters or raise any concerns in the course of their audit of the Company’s or the Group’s financial records or accounting treatments. The Board has established an in-house internal audit function and the head of internal audit reports directly to the Audit Committee. The Group’s Statement on Risk Management and Internal Control for FY2020 is set out on pages 140 to 144 of this Annual Report. PRINCIPLE C: INTEGRITY IN CORPORATE REPORTINGANDMEANINGFUL RELATIONSHIP WITH STAKEHOLDERS Communications with Shareholders and Relationship with Investors The Group recognises and practices transparency and accountability to its shareholders and investors. As such, the Group ensures timely dissemination of information through appropriate channels of communications to the shareholders and investors to ensure that they are properly informed of major developments of the Group. Such information is communicated to them through the annual reports, press releases and the various disclosures and announcements made to Bursa Malaysia Securities from time to time, including the quarterly and annual results. These information and documents are accessible on Bursa Malaysia Securities’ website at www.bursamalaysia.com or the Company’s website at www.tropicanacorp.com.my/bursa-announcements. The Company attends to the requests of analysts and fund managers for briefings from time to time. Tropicana’s website at www.tropicanacorp.com.my also provides an avenue for shareholders and members of the public to access information pertaining to the Group, which is being updated regularly. General Meetings The Company’s AGMs are the principal forum for dialogue and interaction with its shareholders at which the shareholders are annually informed and updated on current developments of the Group. The Board presents an overview of the performance of businesses in the Group and encourages shareholders to participate in the question and answer sessions. The Board members, Senior Management and the Company’s External Auditors as well as advisors, if applicable, are present to respond to the shareholders’ questions during the meeting. The notice and agenda of AGM together with the proxy form are given to shareholders at least twenty-eight (28) days before the AGM, which gives shareholders sufficient time to prepare themselves to attend the AGM or to appoint a proxy to attend and vote on their behalf. Each item of special businesses included in the Notice of AGM is accompanied by an explanatory statement for the proposed resolution to facilitate the full understanding and evaluation of issues involved. 136 137 ANNUAL REPORT 2020 TROPICANA CORPORATION BERHAD GOVERNANCE