Tropicana Corporation Berhad Annual Report 2020

AUDIT COMMITTEE REPORT The Board of Directors of Tropicana Corporation Berhad (“ Tropicana ” or “ Company ”) presents the Audit Committee Report of Tropicana for the financial year ended 31 December 2020 (“ FY2020 ”) as follows:- COMPOSITION OF THE AUDIT COMMITTEE The Audit Committee comprised the following Directors during the FY2020:- Attendance Mohd Najib Bin Abdul Aziz (Chairman/Independent Non-Executive Director) 5/5 Hafez Mohd Hashim Bin Razman Md Hashim (Member/Independent Non-Executive Director) 5/5 Loh Chen Peng (Member/Independent Non-Executive Director) (Resigned on 5 December 2020) 4/4 Vivienne Cheng Chi Fan (Member/Independent Non-Executive Director) (Appointed on 7 December 2020) 0/0 The Audit Committee has an independent Chairman, Mr. Mohd Najib Bin Abdul Aziz, who is not the Chairman of the Board of the Company. He possesses the necessary skills, capabilities and attributes to ensure that all Audit Committee meetings are efficiently conducted by fostering open discussions with all members of the audit committee on the agenda items during meetings so as to facilitate thorough considerations of all subject matters presented to the committee. Mr. Mohd Najib Bin Abdul Aziz is a member of the Malaysian Institute of Accountants (MIA) and the Institute of Chartered Accountants in Australia (ICAA). All members of the audit committee are Independent Non-Executive Directors and are financially literate. The composition of the Audit Committee is in compliance with Paragraphs 15.09 and 15.10 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“ Bursa Securities ”) and Step-up Practice 8.4 of the Malaysian Code of Corporate Governance. The profiles of the audit committee members are disclosed on page 136. MEETINGS OF THE AUDIT COMMITTEE The Audit Committee held five (5) meetings during the FY2020. Details of the member’s attendance at the meetings held are disclosed in the table above. The Executive Directors of the Board, which included the Group Chief Executive Officer, Deputy Group Chief Executive Officer, Group Managing Director and Senior Management attended the Audit Committee meetings held in FY2020 upon invitation by the Chairman of the Audit Committee. The Group’s Head of Internal Audit attended all the Audit Committee meetings. The External Auditors’ attended three (3) of the Audit Committee meetings held on 24 February 2020, 3 June 2020 and 12 November 2020 during the financial year under review. During the FY2020, the Board was satisfied that the Audit Committee and its members have been able to discharge its functions, duties and responsibilities in accordance with the terms of reference of the Audit Committee. The Audit Committee has direct access to the External Auditors and internal auditors, or vice versa. TERM OF REFERENCE The Audit Committee has discharged its functions and carried out its duties as set out in the Term of Reference (“ TOR ”). The TOR of the Audit Committee had been revised on 12 November 2020 and approved by the Board of Directors on 19 November 2020. The revised TOR is available for reference on the Company’s website at www.tropicanacorp.com.my/investor-relations/board-charter SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE DURING THE YEAR During the financial year under review, the Audit Committee had carried out the following activities in discharging its functions and duties, which are in line with its responsibilities as set out in its TOR. The activities of the audit committee for the FY2020 with regard to matters relating to the financial statements of the Group and External Auditors were as follows: • Reviewed the unaudited quarterly financial results including its related Bursa Securities’ announcement and press statements, the consolidated annual audited financial statements of the Company and the Group, prior to recommending the same to the Board for approval, focusing particularly on: - the overall performance and prospects of the Group; - the changes and implementation of major accounting policies and practices and the auditor’s report highlighting the key audit matters and the implications on the Group; - compliance with accounting standards and other legal requirements; and - significant accounting and audit matters raised by the External Auditors in the financial statements and the corresponding judgement made by the Management. CONCLUSION The Board has received reasonable assurance from the Group Managing Director and Chief Financial Officer that the Group’s existing risk management and internal control system is operating adequately and effectively in all material aspects to meet the Group’s objectives during the financial year under review. The Management has also provided the commitment to continuously review and strengthen the risk management and internal control system to ensure its adequacy and robustness. The Board, after taking into consideration the assurance from the Management and input from relevant assurance providers, is of the view that the Group’s risk management and internal control system in place for the financial year under review is generally adequate and effective to safeguard the interest of shareholders and assets of the Group. This Statement on Risk Management and Internal Control is made in accordance with the resolution of the Board of Directors dated 19 May 2021. STATEMENT ON RISK MANAGEMENT & INTERNAL CONTROL 144 145 ANNUAL REPORT 2020 TROPICANA CORPORATION BERHAD GOVERNANCE