(b) Reviewed and recommended to the Board for approval, the proposed terms of reference of the Senior Independent Non-Executive Director of Tropicana. (c) Reviewed and recommended to the Board for approval, the extract of Nomination Committee report in the Corporate Governance Overview Statement for inclusion in the Annual Report 2020. (d) Reviewed and recommended to the Board for consideration of the retention of Datuk Michael Tang Vee Mun, who had served as an Independent Non-Executive Director for a cumulative term of more than nine (9) years in accordance with the MCCG, as the Senior Independent Non-Executive Director at the Forty-Second Annual General Meeting (“42nd AGM”) held on 23 September 2021 based on the following reasons:- (i) He has met the independence criteria adopted by the Company and fulfilled independence as defined in the MMLR of Bursa Malaysia Securities and therefore, he would be able to provide check and balance and bring independent and objective judgement to the Board; (ii) He has shown high commitment and devoted sufficient time and efforts and attended all the Board’s and Board Committees’ meetings; (iii) He always demonstrates the values and principles associated with independence when deliberating on matters, promotes good corporate governance practices and facilitates the Board and Board Committees to perform their responsibilities effectively through his independent and objective directorship; (iv) He discharges his duties and role as an Independent Non-Executive Director effectively due to his insight and good understanding of the industry and the Group’s various core business operations which enable him to participate actively and contribute effectively during deliberations in robust discussion without compromising his independence and objective judgement; and (v) He has fulfilled his role with due care and diligence and has carried out his professional duties as Senior Independent Non-Executive Director of the Company in the interests of the Company and shareholders. (e) Reviewed and recommended to the Board for approval, the re-election of Directors in accordance with Clauses 112 and 113 of the Company’s Constitution at the 42nd AGM held on 23 September 2021. (f) Reviewed and recommended to the Board for approval, the proposed appointment of Mr Lee Han Ming as Group CEO of Tropicana. (g) Reviewed and recommended to the Board for approval, the proposed appointment of Dato’ Dickson Tan Yong Loong as a Non-Independent Non-Executive Director of Tropicana. (h) Reviewed and recommended to the Board for approval, the proposed appointments of Datuk Siw Chun A/P Eam, Dato’ Dr. Teo Tong Kooi, and Dato’ Sri Badrul Hisham Bin Abdul Aziz as Independent Non-Executive Directors of Tropicana, the proposed re-designation of Dato’ Dr. Teo Tong Kooi as Senior Independent Non-Executive Director of Tropicana, and the proposed promotion of Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun as Chairman of Tropicana. (i) Reviewed and recommended to the Board for approval, the proposed changes of the terms of reference of the Nomination Committee. (j) Considered and recommended to the Board for approval, the changes to the compositions of the Board Committees following the resignations and appointments of Directors of the Company. (k) Reviewed and recommended to the Board for approval, the proposed Fit & Proper Policy for Appointment and Re-Election of Directors of the Group. (ii) Remuneration Committee As at the date of this Statement, the Remuneration Committee consists of four (4) members, all of which are Independent Non-Executive Directors. The composition of the Remuneration Committee are as follows:- Name Position Designation Dato’ Dr Teo Tong Kooi (Appointed w.e.f. 17 November 2021) Chairman Senior Independent Non-Executive Director Datuk Wira Lye Ek Seang Member 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 The Remuneration Committee assists the Board in its responsibilities of assessing the remuneration packages of the Directors of the Company as well as the Key Personnel of the Group. The compensation and benefits shall be aligned with the business strategy and long-term objectives of the Group, and shall reflect the calibre, competency, experience, skills, expertise, responsibilities and commitment of the Key Personnel as well as the complexity of the Group’s activities. Thus, the components of the compensation and benefits of the Key Personnel shall be structured in a way to link rewards to corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration shall reflect the contributions, commitment, experience, expertise and responsibilities undertaken by the particular Non-Executive Director concerned and the complexity of the Group’s activities. The Remuneration Committee met five (5) times during FY2021. During FY2021, the Remuneration Committee had reviewed and recommended the following matters to the Board for approval:- (a) Proposed 2021 salary increments and bonus for the financial year ended 31 December 2020 for the Executive Directors, Senior Management and the employees of the Company and its group of companies; (b) Proposed remuneration packages payable to the newly appointed Group CEO and Directors of the Company; (c) Proposed changes of the terms of reference of the Remuneration Committee; (d) Proposed payment of the Directors’ remuneration to the Non-Executive Directors for the financial year ended 31 December 2020; (e) Proposed increment of Senior Independent Non-Executive Director’s fee; (f) Proposed reinstatement of payment of Directors’ fees to the Non-Executive Directors, retrospective from 1 January 2021; and (g) Proposed revised Risk Management Committee’s remuneration of the Non-Executive Directors, retrospective from 1 January 2021. The remuneration paid to the top five (5) key Senior Management personnel for FY2021 are as follows:- Remuneration Range Name of Key Senior Management 1,200,001 – 1,250,000 Ms Lee Sor Phaik The remuneration of the other top four (4) key Senior Management personnel namely, Tan Sri Dato’ Tan Chee Sing, Mr Lee Han Ming, Mr Dion Tan Yong Chien and Mr Jared Ang Tzer Shen, who are also Executive Directors of the Company, have been disclosed under the Directors’ Remuneration section. OVERVIEW STATEMENT CORPORATE GOVERNANCE Annual Report 2021 TROPICANA CORPORATION BERHAD GOVERNANCE 174 175
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