New Appointment to the Board and Senior Management The Nomination Committee has been given the responsibility to recommend new appointments to the Board, Board Committees and Senior Management who hold the key pivotal positions in Tropicana and its group of companies (“Key Personnel”) on an on-going basis, with a view to ensure that the Board composition meets the needs, objectives and aspirations of the Company. Considerations should be given to the competencies, commitment, contribution and performance of the potential candidates. The selection criteria of members of the Board are primarily based on the merits of competency, knowledge, experiences, expertise, skills, character, integrity and time commitment of the candidates, and taking into consideration the diversity in gender, ethnicity and age. As at the date of this Statement, the Nomination Committee had considered and recommended the appointment of Dato’ Dickson Tan Yong Loong as a Non-Independent Non-Executive Director of the Company. The Nomination Committee had reviewed Dato’ Dickson Tan Yong Loong’s profile and curriculum vitae, the qualification and the disclosure of his other directorships and had considered his background, academic qualifications, skills, experiences, time commitment and competencies prior to his appointment as a Non-Independent Non-Executive Director of the Company. Diversity and Inclusion Policy Diversity is integrated across our Diversity and Inclusion Policy, and Tropicana strives the importance of diversity in the workplace and inclusive culture that respects and values each other’s difference and promotes equality and diversity. Appointments of Board and Management of Tropicana are based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender. Director appointed should be able to devote the required time to serve the Board effectively. The Board would consider the existing Board positions held by a Director. Any appointment that may cast doubt on the integrity and governance of Tropicana would be avoided. In order to pursue the objective of diversity, Management of Tropicana will ensure that the recruitment and selection practices at all levels (from the Board downwards) are appropriately structured so that a diverse range of candidates in terms of skill, knowledge, experience, gender, age, ethnicity, race, religion and cultural background are considered. In assessing suitable candidate for appointment to the Board and Key Personnel in the Group, the Nomination Committee and the Board also accord due consideration to gender diversity, age, required mix of skills, knowledge and experience, cultural background and other qualities, including core competencies and integrity. The Board recognises the challenges in achieving the right balance of gender diversity on the Board. This will be done over time, taking into account the present size of the Board, the valuable knowledge and experience of the present Board members and the evolving challenges to the Company over time. Currently, the Board has three (3) female Directors i.e., Ms Alice Dora Boucher, Madam Vivienne Cheng Chi Fan and Datuk Siw Chun A/P Eam. In cognisant of the importance to promote gender diversity, the Company is committed to putting its efforts in getting more suitable female candidates to join the Board and Senior Management positions. Annual Board Evaluation The Nomination Committee also reviews the evaluation process and evaluation forms for all Board members in respect of the annual evaluations of the effectiveness of the Board, Board Committees and the contribution of each Director. In FY2021, the Board through the Nomination Committee conducted annual evaluation exercise internally and facilitated by the Group Company Secretary, consisted of the following:- (a) Evaluation of the Board effectiveness as a whole; (b) Evaluation of the Board Committees performance; (c) Individual Directors’ Self and Peer Performance Evaluation; (d) Audit Committee Assessment; and (e) Independent Non-Executive Director Self Evaluation. The criteria on the evaluation of the Board as a whole related to, amongst others, the appropriate composition and Committees in correspondence to the Board’s oversight duties and the development of the Company’s strategy, the Board has the right mix of skills and experience to optimise performance and strategy, and the roles and responsibilities of the Board and individual Directors are clearly defined in the Board Charter. The criteria on the evaluation of the Board Committees related to, inter alia, all the Board Committees have the right number of members in its composition, whether each Board Committee properly discharges its duties and responsibilities, and whether all Board Committees provide useful information and recommendations that assist the Board to make better decisions, and consequently make Board meetings more efficient and effective. The criteria on the Individual Directors’ Self and Peer Performance Evaluation related to, such as, whether the Director shares his information or insights, applies analytical and conceptual skills to the decision-making process, provides realism and practical advices to Board’s deliberations, as well as assesses and links short-term issues to the long-term strategy of the Company. The criteria on the Audit Committee Assessment related to, among other things, whether the Audit Committee’s actions reflect independence from Management, ethical behaviour, and the best interests of shareholders, and whether there is appropriate consideration of the Company’s financial reporting risks and the related internal controls, which are reflected in the Audit Committee’s discussions and agenda items. In terms of the assessment on the Independent Non-Executive Director Self Evaluation, each Independent Non-Executive Director has conducted a self-evaluation of his/her independence based on the criteria of independence as defined under Paragraph 1.01 of the MMLR of Bursa Malaysia Securities. In addition, each Independent Non-Executive Director self-checked his/her ability to advise the Board on matters relating to any existing transactions where conflict of interests exist and on matters requiring deliberation by Directors such as related party transactions. Each Independent Non-Executive Director also verified and declared his/her tenure of service as Independent Non-Executive Director in the Company. In addition, the Board has included the following as part of the process of the evaluation of the Board: (a) Questionnaires are prepared via Google Forms; (b) Collation of results and preparation of findings and actions; (c) Deliberations in the Nomination Committee’s and the Board’s meetings. All assessments and evaluations carried out by the Nomination Committee were properly documented. The outcome and summary results of the Evaluation of the Board effectiveness as a whole, Evaluation of the Board Committees performance, Individual Directors’ Self and Peer Performance Evaluation, Audit Committee Assessment, and Independent Non-Executive Director Self Evaluation for the FY2021 were tabled to the Nomination Committee for recommendation before reporting the same to the Board for notation. The Board viewed that its current composition is sufficient to meet the needs, objectives and aspirations of the Company. From the evaluation, the Board recognised the importance to promote gender diversity, the Company is committed to actively work towards having more female Directors on the Board. Re-designation as Senior Independent Non-Executive Director The Board has approved the re-designation of Dato’ Dr Teo Tong Kooi as a Senior Independent Non-Executive Director of Tropicana on 30 November 2021. As part of good governance practices, the appointment of Senior Independent Non-Executive Director is made on the basis of suitability in terms of relevant industrial experiences, qualifications, expertise and any other criteria that the Board thinks fit, in determining the eligibility of a Director as a Senior Independent Non-Executive Director in view of the size and complexity of the Group’s businesses. The Board had also taken into account the policy of inclusion and diversity under the MCCG. Inmanifesting the Board’s commitment towards sound governance, the Board has benchmarked its Senior Independent Non-Executive Director’s terms of reference against the relevant promulgations as well as other duties and responsibilities and conflicts of interest. The terms of reference shall be reviewed by the Board on a regular basis as it deems appropriate to reflect good governance practices and/or any regulatory compliances. The principal responsibilities covered in the terms of reference of Senior Independent Non-Executive Director, including but not limited to the following:- • to act as an intermediary for other Directors in the event of difference in opinions; • to act as a conduit to the Board for the communication of shareholders’ concerns when other channels of communication are inappropriate; • to ensure that the views of the other Non-Executive Directors are given due consideration; • to act as Chair of the Board when matters concerning the Chair are considered; and • committed to ensure best governance practices at all times are upheld. Retention of Independent Non-Executive Director The Board Charter indicates the restriction for the tenure of an Independent Non-Executive Director to a cumulative term of nine (9) years. An Independent Non-Executive Director may continue to serve on the Board upon reaching the nine (9) year term limit subject to the Independent Non-Executive Director’s re-designation as a Non-Independent Non-Executive Director. In the event that the Board intends to retain the Director as an Independent Non-Executive Director after the latter has served a cumulative term of nine (9) years, the Board must justify the decision and seek shareholders’ approval annually at the general meeting. In justifying the decision, the Nomination Committee is entrusted to assess the Director’s suitability to continue as an Independent Non-Executive Director based on the criteria of independence. The Nomination Committee took note on the new Practice 5.3 of the MCCG whereby if the Board intends to retain an Independent Non-Executive Director beyond nine (9) years (instead of after the twelfth (12th) year tenure of service as per previous practice), the Board should seek annual shareholders’ approval through a two (2)-tier voting process. Currently, none of the Independent Non-Executive Directors of Tropicana has served for more than nine (9) years. Activities of the Nomination Committee during FY2021 The Nomination Committee met six (6) times during FY2021. The Nomination Committee had carried out and discharged its main duties as below:- (a) Reviewed the summary results of the evaluations on the Board effectiveness as a whole, Board Committees performance, Individual Directors’ Self and Peer Evaluation, Independent Directors’ Self Evaluation, and Audit Committee Members’ Self Evaluation. OVERVIEW STATEMENT CORPORATE GOVERNANCE Annual Report 2021 TROPICANA CORPORATION BERHAD GOVERNANCE 172 173
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