Name of Directors Title of Training Programmes/Seminars Tan Sri Dr Lim Wee Chai (Resigned w.e.f. 11 January 2022) 1) UBS Greater China Conference 2021 Via Webinar 2) Bank Of Singapore Presents Beyond 2021, The Great Reset Via Webinar 3) Leadership Talk By DHL Via Webinar 4) Board Away Day 5) Global Technology Governance Summit 2021 (Day 2). Topic On The Future Of Digital Infrastructure 6) Virtual Leadership Talk By Huawei 7) 21st Century Leadership And Skills Dealing With Post COVID-19 Pandemic Workshop 8) Scenario Planning Workshop For Directors And Management Part I 9) Scenario Planning Workshop For Directors And Management Part II 10) Virtual Leadership Talk By Samsung 11) Scenario Planning Workshop For Directors And Management Part III 12) Top Glove Annual Leadership Summit Day 1 13) Top Glove Annual Leadership Summit Day 2 14) Scenario Planning Workshop For Directors And Management Part IV 15) Securities Commission Guidelines On The Conduct Of Listed Corporation And Subsidiaries Datuk Michael Tang Vee Mun (Resigned w.e.f. 17 November 2021) Nil Encik Hafez Mohd Hashim Bin Razman Md Hashim (Resigned w.e.f. 4 February 2021) Nil ACCOUNTABILITY AND AUDIT Financial Reporting The Board is responsible for ensuring the financial statements of the Company and the Group are drawn up in accordance with the Financial Reporting Standards and the Act so as to give a true and fair view of the financial position of the Company and of the Group as at 31 December 2021 and of their financial performance and cash flows for the year then ended. The Board is committed to providing a clear, balanced and comprehensive meaningful assessment of the Group’s financial performance and prospects, primarily through the annual financial statements and quarterly announcements of results to shareholders. The Group’s audited financial statements for FY2021 are presented on pages 199 to 348 in this Annual Report. PRINCIPLE B: EFFECTIVE AUDIT, RISK MANAGEMENT AND INTERNAL CONTROL I. Audit Committee As at the date of this Statement, the Audit Committee consists of four (4) members, all of which are Independent Non-Executive Directors and one (1) of whom is qualified Accountant. The composition of the Audit Committee are as follows:- Name Position Designation Encik Mohd Najib Bin Abdul Aziz Chairman Independent Non-Executive Director Dato’ Dr Teo Tong Kooi Member Senior Independent Non-Executive Director Madam Vivienne Cheng Chi Fan Member Independent Non-Executive Director Ms Alice Dora Boucher Member Independent Non-Executive Director The Audit Committee possess the financial knowledge and commercial experience to meet the needs of the Board in fulfilling its fiduciary responsibilities in terms of the Group’s financial reporting practices, accounting policies, internal controls and in assessing the suitability and independence of the Group’s External and Internal Auditors. The Chairman of the Audit Committee is an Independent Non-Executive Director and is not the Chairman of the Board. In line with MCCG, the Company had revised the terms of reference of the Audit Committee on 21 April 2022 to include that no former audit partner could be appointed as a Director (including member of the Audit Committee) before observing a cooling-off period of at least three (3) years. During FY2021, the External Auditors had confirmed to the Audit Committee members of their independence throughout the conduct of the audit engagement for FY2021 with the Company in accordance with the independence criteria set out under the By Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants. The Audit Committee met four (4) times during FY2021. The activities of the Audit Committee for FY2021 are reported in the Audit Committee Report as set out on pages 193 to 195 in this Annual Report. Relationship with External Auditors The Board, through the Audit Committee, has always maintained a formal and transparent relationship with the External Auditors. During FY2021, the Audit Committee had invited the External Auditors to its meeting held on 18 February 2021 to report the audit findings in respect of the true and fair view of the Group’s audited financial statements for the financial year ended 31 December 2020 (“AFS 2020”), and to report the audit results of the AFS 2020 at its meeting held on 11 May 2021, as well as the Audit Planning Memorandum for the Group’s financial statements for FY2021 at its meeting held on 17 November 2021. The Audit Committee also met with the External Auditors without the presence of the Executive Directors and Management of the Company or the Group for two (2) times on 18 February 2021 and 17 November 2021, in order to provide the External Auditors with an avenue to candidly express any concerns they may have, including those relating to their ability to perform their work without restraint or interference. The External Auditors are encouraged to contact the Audit Committee Chairman or any of the Audit Committee members directly whenever they deem necessary to discuss audit matters or raise any concerns in the course of their audit of the Company’s or the Group’s financial records or accounting treatments. II. Risk Management Committee The Board recognises that proper risk management and internal control are important aspects of the Company’s governance, management and operations. As at the date of this Statement, the Risk Management Committee comprises the following members: Name Position Designation Madam Vivienne Cheng Chi Fan (Re-designated as Chairman w.e.f. 19 January 2022) Chairman Independent Non-Executive Director Dato’ Dr Teo Tong Kooi (Appointed w.e.f. 30 November 2021) Member Senior Independent Non-Executive Director Ms Alice Dora Boucher Member Independent Non-Executive Director Mr Dion Tan Yong Chien Member Group MD Mr Jared Ang Tzer Shen (Appointed w.e.f. 19 December 2021) Member Group Executive Director The responsibilities of the Risk Management Committee for risk oversight include, amongst others, to set out the objectives, strategies and scope of risk management activities for the Group and to ensure that the Group’s risk management strategy and methodology have been implemented and consistently applied. The Risk Management Committee held four (4) meetings during FY2021 to review the quarterly risk profiles of the Group. OVERVIEW STATEMENT CORPORATE GOVERNANCE Annual Report 2021 TROPICANA CORPORATION BERHAD GOVERNANCE 182 183
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