Director Designation Attendance of Board Meetings Dato’ Sri Badrul Hisham Bin Abdul Aziz (Appointed w.e.f. 11 May 2021) Independent Non-Executive Director 3/3@ Tan Sri Dr LimWee Chai (Resigned w.e.f. 11 January 2022) Non-Independent Non-Executive Chairman 5/5# Datuk Michael Tang Vee Mun (Resigned w.e.f. 17 November 2021) Senior Independent Non-Executive Director 4/4# Encik Hafez Mohd Hashim Bin Razman Md Hashim (Resigned w.e.f. 4 February 2021) Independent Non-Executive Director 0/0# Note: * Promoted from Independent Non-Executive Director to Independent Non-Executive Chairman on 19 January 2022. ** Appointed as Independent Non-Executive Director on 25 March 2021 and re-designated as Senior Independent Non-Executive Director on 30 November 2021. @ Reflects the number of meetings held during FY2021 after his/her appointment as Director. # Reflects the number of meetings held during FY2021 prior to his/her resignation as Director. All the existing Directors as at the date of this Statement have complied with the minimum requirement of 50% attendance in respect of Board meetings held in FY2021 as stipulated in the MMLR of Bursa Malaysia Securities. In the intervals between Board meetings, for any matters requiring Board’s decisions, Board’s approvals are obtained through written resolutions in circulation. The resolutions passed by way of such resolutions in circulation were then noted by the Board in the next quarterly Board meeting. The Directors are expected to allocate sufficient time to the Company to perform their duties effectively, including being prepared for the meetings and contributing effectively to the businesses of the Company. Directors of the Company must not hold directorships in more than five (5) public listed companies and they should notify the Board for any change of their directorships and such notification should include an indication of time that will be spent on the new appointment. VI. Company Secretaries The appointment and removal of Company Secretaries are a matter of the Board as a whole. The Board recognises the importance that the Company Secretaries should be suitably qualified and capable of carrying out the duties required of the post. The key roles of the Company Secretaries are to provide unhindered professional advices and services to the Directors as and when the need arises, and to enhance the effective functioning of the Board and to ensure regulatory compliance. Other primary responsibilities of the Company Secretaries include:- • advising the Board and Management on the governance issues; • ensuring compliance of MMLR of Bursa Malaysia Securities and related statutory obligations; • attending the Board, Board Committees and general meetings and ensuring the Board meeting procedures are followed as well as proper recording of minutes; • ensuring the proper maintenance of statutory registers and records; • assisting the Chairman in the preparation and conduct of meetings; • updating the Directors on any new changes and developments to the statutory or regulatory requirements concerning their duties and responsibilities as well as those concerning the Company; • regularly update and keep the Board and Management informed of the requirements in dealing with the securities of the Company during closed period and non-closed period; and • assisting the communications between the Board and Management. The Company Secretaries had assessed the requirements of the Companies Act 2016 (“the Act”) and MCCG and facilitated training for the Board on the approaches envisaged by the Act and MCCG as well as providing advices to the Board on the application of practices within the Group. VII. Ethics and Codes The Board acknowledges its leadership role in creating ethical values and observing ethical conduct. The Board adopts and observes the Code of Ethics for Company Directors established by the Companies Commission of Malaysia, as the Board is fully supportive of the principles in the said Code of Ethics and finds it suitable for the Company to uphold the same principles. A copy of the said Code of Ethics for Company Directors can be found in the Board Charter marked as “Appendix I” on the Company’s website at www.tropicanacorp.com.my/corporate-governance VIII. Board Charter The Board is accountable and responsible for the performance and governance activities of the Group with a view of protecting shareholders’ value and recognising the interests of all other stakeholders namely, customers, suppliers, contractors, employees, regulators, members of the communities and all others with whom Tropicana interfaces. The Board Charter is intended to identify the role, structure and processes related to key governance activities of the Board. It serves as a reference point for Board’s activities. It is designed to provide guidance and clarity for Directors and Management with regards to the roles of the Board and its Committees, the roles of the top key positions of the Company and the requirements of Directors in carrying out their roles and in discharging their duties towards the Company as well as the Board’s operating practices. A copy of the Board Charter is available on the Company’s website at www.tropicanacorp.com.my/corporate-governance IX. Whistleblowing Policies and Procedures A formal Whistleblowing Policy (“WBP”) was adopted on 1 June 2017. The WBP is to provide an avenue for all employees of the Group and members of the public to disclose any improper conduct in accordance with the procedures as provided for under the WBP and to provide protection to the employees and members of the public who report such allegations. The WBP is also included in the Group’s Employee’s Handbook. The WBP is available on the Company’s website at www.tropicanacorp.com.my/corporate-governance X. Anti-Bribery and Anti-Corruption (“ABAC”) Policy A formal ABAC Policy was adopted on 28 May 2020. The ABAC Policy serves to provide guidance on how to prevent, deal with and combat bribery and corrupt activities and issues that may arise in the course of business. The ABAC Policy is applicable to all employees, directors (executive and non-executive) and any person who performs services for and on behalf of the Group, which includes contractors, subcontractors, consultants, suppliers, agents, intermediaries and representatives of the Group. The ABAC Policy is available on the Company’s website at www.tropicanacorp.com.my/corporate-governance XI. Supply of Information The Directors have full and unrestricted access to all information pertaining to the Group’s businesses and affairs to enable them to discharge their duties. All Directors, whether as a whole or in their individual capacity, have access to the advices and services of the Company Secretaries and Senior Management and may seek independent professional advice, at the Company’s expense, if required, to assist them in the furtherance of their duties. All Directors are provided with reports and other relevant information on timely manner, covering various aspects of the Group’s operations and performance. The Board is also provided with the agenda item at least seven (7) days prior to the meetings and a set of board papers prior to the Board meetings to allow sufficient time for the Directors to peruse, review, consider and deliberate on the issues and, where necessary, to obtain further information and explanations to facilitate informed decision-making in compliance with Guidance 1.6 of the MCCG. Management is responsible for furnishing the Board with all information that may assist the Board in discharging its responsibilities and to facilitate informed decision-making. The in-house Company Secretary attends all Board meetings and ensures that accurate and adequate records of the proceedings of the Board meetings and decisions made are properly recorded. Senior Management of the Group, External Auditors and advisors are also invited to attend Board meetings on specific items on the agenda which require clarification and professional advice. The Board is also briefed on the latest updates on the Group’s business activities. The Company Secretaries are responsible for ensuring the procedures of the Board meeting are followed and that applicable rules and regulations are complied with. The Company Secretaries update the Directors on any new changes and developments to the statutory or regulatory requirements concerning their duties and responsibilities as well as general statutory compliances whenever the changes arise. OVERVIEW STATEMENT CORPORATE GOVERNANCE Annual Report 2021 TROPICANA CORPORATION BERHAD GOVERNANCE 178 179
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