III. Board Independence The presence of the experienced Independent Non-Executive Directors has ensured proper check and balance in the Board, and provides unbiased and independent views, advice and judgement, besides playing key supporting roles. There is a clear division of responsibilities at the head of the Company. The Chairman and Group Executive Vice Chairman represent the Board to the shareholders and are responsible for the effective running of the Board. In FY2021, the Board welcomed Dato’ Dickson Tan Yong Loong who was appointed as Non-Independent Non-Executive Director on 17 November 2021. Meanwhile, Tan Sri Dr Lim Wee Chai has resigned as Chairman of the Board on 11 January 2022 and subsequently, Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun was promoted from Independent Non-Executive Director to Independent Non-Executive Chairman on 19 January 2022. The Group CEO, the Group MD and the Group Executive Director are fully responsible for the effective running of the Group’s operations and the implementation of the Board’s policies and decisions. In order to ensure that the direction and control of the Group are firmly in its hands, and having an oversight of Management, the matters reserved for the Board’s decisions are as follows:- • to approve corporate plans and strategic issues of the Company; • to approve annual budgets of the Company; • to approve material acquisitions and disposals of undertakings and assets as well as major investments of the Group; • to approve new ventures of the Group; • to approve changes to the control structure of the Company including key policies, capital expenditures, authority levels, treasury policies and risk management policies; • to approve material borrowings of the Company; and • to review the financial statements of the Company and the Group on a consolidated basis. The strategic business plan of the Group is presented to the Board for deliberation and approved on an annual basis and the milestones achieved and progress of the strategic plan and financial targets are reported to the Board on a quarterly basis. An Internal Management Working Group (“IMWG”) has been set up to evaluate and conduct due diligence study/research, taking into consideration of the funding requirements, if any, for any proposed investment and to make recommendations to the Investment Committee. The IMWG consists of the Group CEO, Group MD, Group Executive Director, Managing Director (Group Finance), Executive Director (Corporate Finance), Executive Director (Legal) and the Head of Business Development. The Investment Committee assists the Board to review any proposed acquisition or disposal of undertakings and assets as well as major investments of the Group including any new ventures of the Group that exceed the threshold of 1% of the Group’s shareholders’ fund based on the latest audited consolidated financial statements of the Group. During the reporting year, the Investment Committee had added new transactions under review relating to investment in digital and transformation matters. In order to strengthen the Board’s oversight of Management (in addition to the above), the Board has the following agenda items at its quarterly meeting:- • to review reports of the operations of the Group (Northern, Central and Southern regions) by Senior Management; • to review reports of the status of marketing and sales of the Group prepared by the Managing Director of Marketing & Sales and Group Procurement (Non-Board member of Tropicana); • to review reports on the development of material litigation(s) and/or any new material litigation of the Group by the Executive Director of Group Legal (Non-Board member of Tropicana); and • to review reports of the operations of Tropicana Gardens Mall prepared by the Executive Director of Group Assets Management (Non-Board member of Tropicana). The Board has delegated specific responsibilities to several Board Committees namely, the Audit Committee, Nomination Committee, Remuneration Committee, Risk Management Committee, Pricing Committee and Investment Committee to oversee, manage and review specific aspects of the Company’s business operations and corporate matters. All the Board Committees operate within their respective approved defined terms of reference and specific authority delegated by the Board. All the Board Committees make recommendations to the Board for approval in respect of the matters under their purview, saved for the Pricing Committee, which has been empowered by the Board to make decision within its terms of reference. The Chairmen of the respective Board Committees will report to the Board on the proceedings of each Board Committee meeting and the reporting of the said proceedings will be minuted accordingly. The Board retains full responsibility for the final decision on all matters. (i) Nomination Committee As at the date of this Statement, the Nomination Committee consists of five (5) members, all of which are Independent Non-Executive Directors. The composition of the Nomination Committee are as follows:- Name Position Designation Datuk Wira Lye Ek Seang Chairman Independent Non-Executive Director Dato’ Dr Teo Tong Kooi (Appointed w.e.f. 30 November 2021) Member Senior Independent Non-Executive Director Encik Mohd Najib Bin Abdul Aziz Member Independent Non-Executive Director Datuk Siw Chun A/P Eam Member Independent Non-Executive Director Ms Alice Dora Boucher Member Independent Non-Executive Director The Nomination Committee does not make decisions on behalf of the Board but makes recommendations to the Board for approval. The positions of the Chairman, the Group CEO and the Group MD are held by three (3) different individuals. The clear distinction of responsibilities between the Chairman, the Group CEO and the Group MD ensures a balance of power and authority, such that no individual or small group of individuals can dominate the Board’s decision-making. It is mandatory for all members of the Board to declare any of their interests in the transactions undertaken by the Group. In such instances, the interested Director(s) shall abstain from deliberation and the decision-making process. The Board has applied Practice 1.4 of the MCCG whereby the Chairman of the Board should not be a member of the Board Committee. Hence, Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun, the Chairman of the Board is not a member of any Board Committee of the Company. IV. Governance Model and Framework Governance Model Risk Management Committee EXTERNAL AUDITORS BOARD SHAREHOLDERS • Group Executive Vice Chairman • Group CEO • Group MD • Group Executive Director Remuneration Committee Investment Committee Nomination Committee Audit Committee Internal Audit Sustainability Pricing Committee Approve the appointment Accountable Accountable Report to Delegates Recommends the appointment The Board delegates the day-to-day management of the Company’s business operations to Management under the stewardship of Mr Lee Han Ming, the Group CEO, Mr Dion Tan Yong Chien, the Group MD and Mr Jared Ang Tzer Shen, the Group Executive Director. Management meetings are held regularly or whenever the needs arise to discuss and review the Group’s business operations and concerns, and to make the appropriate day-to-day business and Management’s decisions. OVERVIEW STATEMENT CORPORATE GOVERNANCE Annual Report 2021 TROPICANA CORPORATION BERHAD GOVERNANCE 170 171
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