Integrity Management • An Anti-Bribery and Corruption policy and procedures has been duly approved by the Board on 22 May 2020 and adopted across the Group. The adopted policies and procedures are in line with the Malaysian Anti-Corruption Act 2009. This policy is available for reference on the Company’s website at www.tropicanacorp.com.my/about-tropicana/corporate-governance • A Whistleblowing Policy has been established to provide clarity of oversight of the whistleblowing process, protection and confidentiality to whistle-blowers. The policy sets out a protocol for employees and stakeholders to raise genuine possibilities of improprieties, malpractices and misconduct within the Group for remedial action. This policy is available for reference on the Company’s website at www.tropicanacorp.com.my/about-tropicana/corporate-governance Quality Management System • An Integrated Management System consisting of ISO 9001:2015 has been established and implemented to continuously provide high quality products. Internal Audit • The Group has an in-house internal audit team, that has been tasked to provide independent, reasonable and objective assurance, as well as internal consulting services to improve the overall efficiency of operations. The internal audit team assists the Group to achieve its objectives by bringing a systematic and disciplined approach in evaluating the effectiveness of the risk management, control and governance process. The audit practices are guide by Professional Internal Auditing Standards as prescribed by the Institute of Internal Auditors’ International Professional Practices Framework (“IPPF”). REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS The External Auditors have performed limited assurance procedures on this Statement on Risk Management and Internal Control pursuant to the scope set out in Audit and Assurance Practice Guide (“AAPG”) 3, Guidance for Auditors on Engagements to Report on the Statement on Risk Management and Internal Control included in the Annual Report issued by the Malaysia Institute of Accountants (“MIA”) for inclusion in the Annual Report of the Group for the year ended 31 December 2021, and reported to the Board that nothing has come to their attention that causes them to believe the statement intended to be included in the Annual Report is not prepared, in all material respects, in accordance with the disclosures required by paragraph 41 and 42 of the Guidelines, nor is the Statement factually inaccurate. AAPG 3 does not require the External Auditors to consider whether the Directors’ Statement on Risk Management and Internal Control covers all risks and controls, or to form an opinion on the adequacy and effectiveness of the Group’s risk management and internal control system including the assessment and opinion by the Directors and management thereon. The report from the External Auditors was made solely for, and directed solely to the Board of Directors in connection with their compliance with the listing requirements of Bursa Securities and for no other purposes or parties. The External Auditors do not assume responsibility to any person other than the board of directors in respect of any aspect of this report. CONCLUSION The Board has received reasonable assurance from the Group Chief Executive Office and Group Managing Director that the Group’s existing risk management and internal control system is operating adequately and effectively in all material aspects to meet the Group’s objectives during the financial year under review. The Management has also provided the commitment to continuously review and strengthen the risk management and internal control system to ensure its adequacy and robustness. The Board, after taking into consideration the assurance from the Management and input from relevant assurance providers, is of the view that the Group’s risk management and internal control system in place for the financial year under review is generally adequate and effective to safeguard the interest of shareholders and assets of the Group. This Statement on Risk Management and Internal Control is made in accordance with the resolution of the Board of Directors dated 21 April 2022. The Board of Directors of Tropicana Corporation Berhad (“Tropicana” or “Company”) presents the Audit Committee Report of Tropicana for the financial year ended 31 December 2021 (“FY2021”) as follows:- COMPOSITION OF THE AUDIT COMMITTEE The Audit Committee comprised the following Directors during the FY2021:- Attendance Encik Mohd Najib Bin Abdul Aziz (Chairman/Independent Non-Executive Director) 4/4 Madam Vivienne Cheng Chi Fan (Member/Independent Non-Executive Director) 4/4 Ms Alice Dora Boucher (Member/Independent Non-Executive Director) (Appointed on 4 February 2021) 4/4 Dato’ Dr Teo Tong Kooi (Member/Independent Non-Executive Director) (Appointed on 25 March 2021) 3/3 Datuk Siw Chun a/p Eam (Member/Independent Non-Executive Director) (Appointed on 9 February 2021) (Resigned on 17 March 2021) 1/1 Encik Hafez Mohd Hashim Bin Razman Md Hashim (Member/Independent Non-Executive Director) (Resigned on 4 February 2021) 0/0 The Audit Committee has an independent Chairman, Encik Mohd Najib Bin Abdul Aziz, who is not the Chairman of the Board of the Company. He possesses the necessary skills, capabilities and attributes to ensure that all Audit Committee meetings are efficiently conducted by fostering open discussions with all members of the audit committee on the agenda items during meetings so as to facilitate thorough considerations of all subject matters presented to the committee. Encik Mohd Najib Bin Abdul Aziz is a member of the Malaysian Institute of Accountants (MIA) and the Institute of Chartered Accountants in Australia (ICAA). All members of the audit committee are Independent Non-Executive Directors and are financially literate. The composition of the Audit Committee is in compliance with Paragraphs 15.09 and 15.10 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and Step-up Practice 9.4 of the Malaysian Code of Corporate Governance. The profiles of the audit committee members are disclosed on pages 146 to 158. MEETINGS OF THE AUDIT COMMITTEE The Audit Committee held four (4) meetings during the FY2021. Details of the member’s attendance at the meetings held are disclosed in the table above. The Executive Directors of the Board, which included the Group Chief Executive Officer, Group Managing Director, Group Executive Director and Senior Management attended the Audit Committee meetings held in FY2021 upon invitation by the Chairman of the Audit Committee. The Group’s Head of Internal Audit attended all the Audit Committee meetings. The External Auditors’ attended three (3) of the Audit Committee meetings held on 18 February 2021, 11 May 2021 and 17 November 2021 during the financial year under review. During the FY2021, the Board was satisfied that the Audit Committee and its members have been able to discharge its functions, duties and responsibilities in accordance with the terms of reference of the Audit Committee. The Audit Committee has direct access to the External Auditors and Internal Auditors, or vice versa. TERM OF REFERENCE The Audit Committee has discharged its functions and carried out its duties as set out in the Term of Reference (“TOR”). The TOR is available for reference on the Company’s website at www.tropicanacorp.com.my/investor-relations/board-charter COMMITTEE REPORT AUDIT & INTERNAL CONTROL STATEMENT ON RISK MANAGEMENT Annual Report 2021 TROPICANA CORPORATION BERHAD GOVERNANCE 192 193
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