Tropicana Corporation Berhad Annual Report 2022

2022, respectively. Meanwhile, the Company also announced the resignation of Tan Sri Dr Lim Wee Chai as Chairman of the Board on 11 January 2022, Mr Lee Han Ming as Group CEO on 1 May 2022, Datuk Siw Chun A/P Eam as Independent Non-Executive Director on 18 August 2022 and subsequently, Dato’ Dr Teo Tong Kooi on 20 January 2023. The Group Executive Vice Chairman, Group CEO, Group MD and Group Executive Director are fully responsible for the effective running of the Group’s operations and the implementation of the Board’s policies and decisions. However, after Mr Lee Han Ming’s resignation, the Group Executive Vice Chairman is overseeing the Group’s operations. The positions of the Chairman, the Group Executive Vice Chairman and the Group MD are held by three (3) different individuals. The clear demarcation of responsibilities between the Chairman, the Group Executive Vice Chairman and the Group MD ensure a balance of power and authority, such that no individual or small IV. Governance Model and Framework The Board delegates the day-to-day management of the Company’s business operations to Management under the stewardship of Mr Dion Tan Yong Chien, the Group MD and Mr Jared Ang Tzer Shen, the Group Executive Director. Management meetings are held regularly or whenever the needs arise to discuss and review the Group’s business operations and concerns, and to make the appropriate day-to-day business and Management’s decisions. group of individuals can dominate the Board’s decisionmaking. The subsidiaries of the Company are currently undergoing the alteration of their Constitutions to include the joint approval of the Group Executive Vice Chairman and the Group MD for business decisions. This is to ensure that the authority is legally binding on the Board and the Management. It is mandatory for all members of the Board to declare any of their interests in the transactions undertaken by the Group. In such instances, the interested Director(s) shall abstain from deliberation and the decision-making process. The Board has applied Practice 1.4 of the MCCG whereby the Chairman of the Board should not be a member of the Board Committee. Hence, Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun, the Chairman of the Board is not a member of any Board Committee of the Company. Governance Model EXTERNAL AUDITORS BOARD SHAREHOLDERS • Group Executive Vice Chairman • Group CEO • Group MD • Group Executive Director Approves the appointment Accountable Accountable Report to Delegates Recommends the appointment Internal Audit Remuneration Committee Investment Committee Nomination Committee Audit, Committee Pricing Committee Risk Management and Sustainability Committee 119 GOVERNANCE

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