The Board of Directors (“Board”) of Tropicana Corporation Berhad (“Tropicana” or “Company”) is committed to maintain high standards of corporate governance to protect and enhance the shareholders’ value as well as the continued growth and success of the Company and its subsidiaries (“Group”). The Board supports the principles and recommendations of the Malaysian Code on Corporate Governance issued by the Securities Commission Malaysia (“MCCG”). The Board will continue to review the existing corporate governance practices throughout the Group and to undertake appropriate actions in embedding the principles and recommendations of the MCCG. The Board considers sustainability and integral part of business operations inherent to strategic planning and decision-making. The general role of the Board is to guide and create long-term sustainable value through considerations given on the Group’s material economic, environment and social (“EES”) risks and opportunities to benefit our stakeholders. Guided by the Group’s Sustainability Governance Structure, the Top Management team supported by the Managing Director, Group Finance leads in developing and reviewing the Group’s overall approach towards sustainable development, which is then reviewed and endorsed by the Board. Further details on the Group’s sustainability governance can be found in the Sustainability Statement section in this Annual Report on pages 101 to 143. This Corporate Governance Overview Statement (“Statement”), which is made pursuant to Paragraph 15.25(1) of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia Securities”), sets out an overview of the application of the principles in the MCCG in which the Group has applied the principles and the recommendations of the MCCG throughout the financial year ended 31 December 2021 (“FY2021”). Details of the application of each practice of the MCCG during FY2021 are disclosed in the Corporate Governance Report (“CG Report”) in the format prescribed by Paragraph 15.25(2) of the MMLR of Bursa Malaysia Securities, which is available on the Company’s website at www.tropicanacorp.com.my/corporate-governance as well as the website of Bursa Malaysia Securities. This Statement made reference and provide the details on how the Company applied and upheld the three (3) main principles highlighted in the MCCG during FY2021 and/ or up to the date of this CG Statement (where applicable), which are:- In addition, the Company’s corporate governance framework is based on the following statutory requirements in building the sustainability values:- PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS I. Board Responsibilities The Board assumes the following principal responsibilities in discharging its fiduciary duties and leadership functions:- • reviews and adopts the strategic plan for the Group; • oversees the conduct of the Group’s businesses to determine whether the businesses are being properly managed; • identifies principal risks and ensures the implementation of appropriate systems to manage these risks; • establishes a succession plan for the Company; • oversees the development and implementation of an investor relations programme for the Company; • reviews the adequacy and the integrity of the Group’s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines; • ensures the Company’s financial statements are true and fair and conform with the laws; and • ensures the Company adheres to high standards of ethics and corporate behaviour. During FY2021, in addition to routine matters, the Board had also reviewed the Board Charter and terms of reference of all the Board Committees. MMLR Companies Act 2016 MCCG Tropicana Group’s Corporate Governance Framework The Board is mindful of the importance of building a sustainable business and therefore, takes into consideration its environmental, social and governance impact when developing the corporate strategy of the Group. The Company’s activities in corporate social responsibilities for the year under review are disclosed on pages 86 to 89 in this Annual Report. In discharging its duties, the Board is guided by its Board Charter which outlines the duties and responsibilities of the Board, Chairman, Deputy Chairman, Senior Independent Director, Group Chief Executive Officer (“Group CEO”) and Group Managing Director (“Group MD”). The Board Charter which is available on the Company’s website at www.tropicanacorp.com.my/corporate-governance sets out processes and procedures for convening Board meetings. Matters specifically reserved for the Board and those delegated to Board Committees are clearly defined in the Board Charter. The Board Charter is reviewed as and when required to be aligned with the practices recommended in the MCCG and provisions in the MMLR of Bursa Malaysia Securities as well as current practices. The Chairman leads the Board in establishing and monitoring good corporate governance practices and carries out a leadership role in the conduct of the Board and in his relations with shareholders and other stakeholders. The primary responsibilities of the Chairman are, amongst others, as follows:- • to lead the Board and to ensure the effectiveness of all aspects of the Board’s role; • to ensure the efficient organisation and conduct of the Board’s functions and meetings; • to facilitate the effective contribution of all Directors at Board meetings; • to promote constructive and respectful relations among Directors, and between the Board and Management; and • to ensure effective communication with shareholders and relevant stakeholders. II. Board Composition Throughout FY2021, the Board composition complies with Paragraph 15.02 of the MMLR of Bursa Malaysia Securities whereby at least two (2) Directors or one-third (1/3) of the Board, whichever is the higher, are made up of Independent Non-Executive Directors as well as Practice 5.2 of MCCG which stipulates that at least 50% of the Board comprises Independent Non-Executive Directors. The Board, as at the date of this Statement consists of thirteen (13) members, which made up of one (1) Independent Non-Executive Chairman, one (1) Senior Independent Non-Executive Director, six (6) Independent NonExecutive Directors, one (1) Non-Independent Non-Executive Director and four (4) Executive Directors. The Board comprises members from diverse backgrounds ranging from property development, investments, finance and accounting, banking, audit, risk management, business and general management, information technology, public administration, mechanical, chemical and civil engineering, police force as well as food and beverages. The Directors provide the Groupwith diverse views and a wealth of expertise, experiences and networks to draw upon. The Board’s decisions are based on diverse perspectives/insights and are made objectively in the best interests of the Company. The profiles of the Directors are set out on pages 146 to 158 in this Annual Report. Board Composition Independent Non-Executive Chairman Senior Independent Non-Executive Director Executive Directors Independent Non-Executive Directors 7.69% 7.69% 30.77% 46.16% Non-Independent Non-Executive Director 7.69% Nationality/Ethnicity Malaysian Malay Malaysian Chinese Malaysian Siamese Malaysian Eurasian 7.69% 7.69% 61.54% 23.08% 0 1 2 3 4 5 6 7 '30-39 '40-49 '50-59 '60-69 Age versus Number of Director OVERVIEW STATEMENT CORPORATE GOVERNANCE Annual Report 2021 TROPICANA CORPORATION BERHAD GOVERNANCE 168 169
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