Tropicana Corporation Berhad Annual Report 2020

CORPORATE GOVERNANCE OVERVIEW STATEMENT ADDITIONAL COMPLIANCE INFORMATION The information set out below is disclosed in compliance with the Main Market Listing Requirements (“ MMLR ”) of Bursa Malaysia Securities Berhad (“ Bursa Malaysia Securities ”):- 1) STATUS OF UTILISATION OF PROCEEDS RAISED FROM CORPORATE PROPOSAL (i) On 29 April 2020, the Company had established a Sukuk Wakalah Programme for the issuance of rated and senior ranking sukuk (“ Sukuk Wakalah ”) from time to time, with flexibility for the Company to issue secured and/or unsecured Sukuk Wakalah subject to the aggregate outstanding nominal amount of Sukuk Wakalah not exceeding RM1.5 billion at any point in time. During the financial year ended 31 December 2020 (“ FY2020 ”), the Company had issued the Sukuk Wakalah and the utilisation of the proceeds raised is as follows:- Tranche No. Date of Issuance Amount (RM) Tenure Year Utilisation of Proceeds 1 14 May 2020 200,000,000 7 (i) Repayment of existing financing/borrowings to unencumber the secured properties; and (ii) Defraying fees, costs and expenses in relation to the issuance of the Sukuk Wakalah and Sukuk Wakalah Programme The remaining proceeds after (i) and (ii) above shall be utilised by the Company for the following Shariah compliant purposes :- (a) Capital expenditure and/or investments (including but not limited to the purchase of land(s), building(s), shares, property and/or payment into joint ventures) of the Company and/or its group of companies; (b) Working capital of the Company and/or its group of companies; (c) Refinancing of existing financing / borrowings of the Company or its group of companies; and/or (d) General corporate purpose of the Company and/or its group of companies 2 30 June 2020 465,500,000 3 2 30 June 2020 123,500,000 5 3 3 September 2020 100,000,000 5 4 8 October 2020 179,000,000 3 4 8 October 2020 139,000,000 5 Total 1,207,000,000 (ii) On 21 June 2019, the Company had established a Perpetual Sukuk Programme for the issuance of unrated and senior ranking perpetual sukuk (“ Perpetual Sukuk ”) from time to time, with flexibility for the Company to issue secured and/or unsecured Perpetual Sukuk subject to the aggregate outstanding nominal amount of the Perpetual Sukuk not exceeding RM2.0 billion at any point in time. The Company has not raised any proceed from the Perpetual Sukuk during FY2020. 2) AUDIT AND NON-AUDIT FEES The amount of audit and non-audit fees paid or payable to the External Auditors and/or affiliates by the Company and the Group for FY2020 are as follows:- Group (RM) Company (RM) Audit Fee 1,331,500 138,000 Non-Audit Fee 23,500 7,500 Total 1,355,000 145,500 3) MATERIAL CONTRACTS INVOLVING DIRECTORS AND MAJOR SHAREHOLDERS There were no material contracts entered into by the Company and its subsidiaries involving Directors and major shareholders’ interests which were still subsisting as at the end of the financial year or which were entered into since the end of the previous financial year. Paragraph 8.29A of the MMLR of Bursa Malaysia Securities has mandated all listed issuers to carry out poll voting for any resolution set out in the notice of any general meeting, or in any notice of resolution which may properly be moved and is intended to be moved at any general meeting. In addition, at least one (1) independent scrutineer will be appointed to validate the votes cast at the general meeting. During the 41 st AGM held on 9 September 2020, shareholders were briefed on the voting procedures and the results of the poll were verified by the independent scrutineer, Commercial Quest Sdn. Bhd. The poll voting was conducted via electronic means and the results of the voting were displayed on the screen. The results of all resolutions proposed at the 41 st AGM was subsequently announced to Bursa Malaysia Securities on the same day. COMPLIANCE WITH MCCG Overall, the Company has applied all the practices encapsulated in MCCG, except for those departures highlighted in the CG Report. The CG Report is available on the Company’s website at www.tropicanacorp.com.my/reports-and-presentations The Company will continue to strive for high standards of corporate governance and improve the corporate governance practices throughout the Group. KEY FOCUS AREAS AND FUTURE PRIORITIES The Board is committed to ensuring good corporate governance and practices are implemented and maintained throughout Tropicana and its group of companies. Moving forward, the Board will continue to improve the Company’s corporate governance practices by taking steps to address the current departures from the practices stipulated in the MCGG and instill a risk and governance awareness culture and mindset throughout the organisation in the best interests of all stakeholders. This Statement together with the CG Report were approved by the Board on 19 May 2021. 138 139 ANNUAL REPORT 2020 TROPICANA CORPORATION BERHAD GOVERNANCE