In FY2022, the Board had reviewed the Board Charter and Terms of Reference (“TOR”) of all the Board Committees to ensure the Board Charter and TOR are updated accordingly. The Board is mindful of the importance of building a sustainable business and therefore, takes into consideration its environmental, social and governance impact when developing the corporate strategy of the Group. The Company’s activities in corporate social responsibilities for the year under review are disclosed on pages 96 to 97 in this Annual Report. In discharging its duties, the Board is guided by its Board Charter which outlines the duties and responsibilities of the Board, Chairman, Deputy Chairman, Senior Independent Director, Group Managing Director (“Group MD”) and Group Chief Executive Officer (“Group CEO”). The Board Charter which is available on the Company’s website at https://www.tropicanacorp.com.my/corporate-governance sets out processes and procedures for convening Board meetings. Matters specifically reserved for the Board and those delegated to Board Committees are clearly defined in the Board Charter. The Board Charter is reviewed as and when required to be aligned with the practices recommended in the MCCG and provisions in the MMLR of Bursa Securities as well as current practices. The Chairman leads the Board in establishing and monitoring good corporate governance practices and carries out a leadership role in the conduct of the Board and in his relations with shareholders and other stakeholders. The primary responsibilities of the Chairman are, amongst others, as follows: • to lead the Board and to ensure the effectiveness of all aspects of the Board’s role; • to ensure the efficient organisation and conduct of the Board’s functions and meetings; • to facilitate the effective contribution of all Directors at Board meetings; • to promote constructive and respectful relations among Directors, and between the Board and Management; and • to ensure effective communication with shareholders and relevant stakeholders. II. Board Composition Throughout FY2022, the Board composition complies with Paragraph 15.02 of the MMLR of Bursa Securities whereby at least two (2) Directors or one-third (1/3) of the Board, whichever is the higher, are made up of Independent Non-Executive Directors as well as at least one (1) woman Director. The Board composition also adopts Practice 5.2 of MCCG which stipulates that at least 50% of the Board comprises Independent Non-Executive Directors. The Board, as at the date of this Statement consists of twelve (12) members, which are made up of one (1) Independent Non-Executive Chairman, seven (7) Independent Non-Executive Directors, one (1) Non-Independent Non-Executive Director and three (3) Executive Directors. The Senior Independent Non-Executive Director resigned on 20 January 2023 and the Nomination Committee and the Board collectively are still looking for a suitable candidate to fill up the position. The Board comprises members from diverse backgrounds ranging from property development, investments, finance and accounting, banking, audit, risk management, business and general management, information technology, public administration, mechanical, police force as well as food and beverages. The Directors provide the Group with diverse views and a wealth of expertise, experiences and networks to draw upon. The Board’s decisions are based on diverse perspectives/insights and are made objectively in the best interests of the Company. The profiles of the Directors are set out on pages 106 to 111 in this Annual Report. III. Board Independence The presence of experienced Independent Non-Executive Directors has ensured proper check and balance in the Board, and provides unbiased and independent views, advice and judgement, besides playing key supporting roles. There is a clear division of responsibilities at the head of the Company. The Chairman and Group Executive Vice Chairman represent the Board to the shareholders and are responsible for the effective running of the Board. In FY2022, the Board welcomed Dato’ Mohamad Lotfy Bin Mohamad Noh and Datuk Tan Mann Chai, JP who were appointed as Independent Non-Executive Directors of the Company on 25 August 2022 and 5 September Board Composition Independent Non-Executive Chairman Senior Independent Non-Executive Director Executive Directors Independent Non-Executive Directors 8.33% 8.33% 25% 50% Non-Independent Non-Executive Directors 8.33% 0 1 2 3 4 5 6 7 '30-39 '40-49 '50-59 '60-69 Age versus Number of Director Nationality/Ethnicity Malaysian Malay Malaysian Chinese Malaysian Eurasian 8.33% 58.33% 33.33% 118 ANNUAL REPORT 2022
RkJQdWJsaXNoZXIy NDgzMzc=