Risk Management and Internal Control The Board has overall responsibility for maintaining a sound system of internal controls which includes financial controls, operational and compliance controls and risk management to safeguard shareholders’ interests and the Company’s assets. The Group’s system of internal control is regularly reviewed to ensure its effectiveness. While acknowledging its responsibility for the system of internal control, the Board is aware that such system cannot totally eliminate risks and thus, can never be an absolute assurance against the Group failing to achieve its objectives. The Board has established an in-house internal audit function and the Head of Internal Audit reports directly to the Audit Committee. The Group’s Statement on Risk Management and Internal Control for FY2021 is set out on pages 188 to 192 in this Annual Report. PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS Communications with Shareholders and Relationship with Investors The Group recognises and practices transparency and accountability to its shareholders and investors. As such, the Group ensures timely dissemination of information through appropriate channels of communications to the shareholders and investors to ensure that they are properly informed of major developments of the Group. Such information is communicated to them through the annual reports, press releases and the various disclosures and announcements made to Bursa Malaysia Securities from time to time, including the quarterly and annual results. These information and documents are accessible on Bursa Malaysia Securities’ website at www.bursamalaysia.com or the Company’s website at www.tropicanacorp.com.my/bursa-announcements. The Company attends to the requests of analysts and fund managers for briefings from time to time. Tropicana’s website at www.tropicanacorp.com.my also provides an avenue for shareholders and members of the public to access information pertaining to the Group, which is being updated regularly. General Meetings The Company’s AGMs are the principal forum for dialogue and interaction with its shareholders at which the shareholders are annually informed and updated on current developments of the Group. The Board presents an overview of the performance of businesses in the Group and encourages shareholders to participate in the question and answer sessions. The Board members, Senior Management and the Company’s External Auditors as well as advisors, if applicable, are present to respond to the shareholders’ questions during the meeting. The notice and agenda of AGM together with the proxy form are given to shareholders at least twenty-eight (28) days before the AGM, which gives shareholders sufficient time to prepare themselves to attend the AGM or to appoint a proxy to attend and vote on their behalf. Each item of special businesses included in the notice of AGM is accompanied by an explanatory statement for the proposed resolution to facilitate the full understanding and evaluation of issues involved. Paragraph 8.29A of the MMLR of Bursa Malaysia Securities has mandated all listed issuers to carry out poll voting for any resolution set out in the notice of any general meeting, or in any notice of resolution which may properly be moved and is intended to be moved at any general meeting. In addition, at least one (1) independent scrutineer will be appointed to validate the votes cast at the general meeting. During the 42nd AGM held on 23 September 2021, shareholders were briefed on the voting procedures and the results of the poll were verified by the independent scrutineer, Commercial Quest Sdn. Bhd. The poll voting was conducted via electronic means and the results of the voting were displayed on the screen. The results of all resolutions proposed at the 42nd AGM was subsequently announced to Bursa Malaysia Securities on the same day. In line with MCCG, the minutes of 42nd AGM is available on the Company’s website at www.tropicanacorp.com.my/reports-and-presentations with thirty (30) business day after the 42nd AGM. COMPLIANCE WITH MCCG Overall, the Company has applied all the practices encapsulated in MCCG, except for those departures highlighted in the CG Report. The CG Report is available on the Company’s website at www.tropicanacorp.com.my/reports-and-presentations. The Company will continue to strive for high standards of corporate governance and improve the corporate governance practices throughout the Group. KEY FOCUS AREAS AND FUTURE PRIORITIES The Board is committed to ensuring good corporate governance and practices are implemented and maintained throughout Tropicana and its group of companies. Moving forward, the Board will continue to improve the Company’s corporate governance practices by taking steps to address the current departures from the practices stipulated in the MCGG and instill a risk and governance awareness culture and mindset throughout the organisation in the best interests of all stakeholders. This Statement together with the CG Report were approved by the Board on 21 April 2022. OVERVIEW STATEMENT CORPORATE GOVERNANCE Annual Report 2021 TROPICANA CORPORATION BERHAD GOVERNANCE 184 185
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