In order to ensure that the direction and control of the Group are firmly in its hands, and having an oversight of Management, the matters reserved for the Board’s decisions are as follows: • to approve corporate plans and strategic issues of the Company; • to approve annual budgets of the Company; • to approve material acquisitions and disposals of undertakings and assets as well as major investments of the Group; • to approve new ventures of the Group; • to approve changes to the control structure of the Company including key policies, capital expenditures, authority levels, treasury policies and risk management policies; • to approve material borrowings of the Company; and • to review the financial statements of the Company and the Group on a consolidated basis. The strategic business plan for the Group is presented to the Board for deliberation and approved on an annual basis and the milestones achieved and progress of the strategic plan and financial targets are reported to the Board on a quarterly basis. An Internal Management Working Group (“IMWG”) has been set up to evaluate and conduct due diligence study/research, taking into consideration of the funding requirements, if any, for any proposed investment and to make recommendations to the Investment Committee. The IMWG consists of the Group CEO, Group MD, Group Executive Director, Managing Director (Group Finance), Executive Director (Corporate Finance), Executive Director (Group Legal) and the Head of Business Development. The Investment Committee assists the Board to review any proposed acquisition or disposal of undertakings and assets as well as major investments of the Group including any new ventures of the Group that exceed the threshold of 1% of the Group’s shareholders’ fund based on the latest audited consolidated financial statements of the Group. The Investment Committee also assists the Board to monitor and oversee the Group’s digital strategies and technology solutions and to receive and consider Information Management reports on digital strategies. In order to strengthen the Board’s oversight of Management (in addition to the above), the Board has the following agenda items at its quarterly meeting: • to review reports of the operations of the Group (Northern, Central and Southern regions) by Senior Management; • to review reports of the status of marketing and sales of the Group prepared by the Deputy Chief Executive Officer/Executive Director, Sales & Marketing (Non-Board member of Tropicana); • to review reports on the development of material litigation(s) and/or any new material litigation of the Group by the Executive Director, Group Legal (Non-Board member of Tropicana); and • to review reports of the operations of Tropicana Gardens Mall prepared by the Managing Director, Group Assets Management. The Board has delegated specific responsibilities to several Board Committees namely, the Audit Committee, Nomination Committee, Remuneration Committee, Risk Management and Sustainability Committee, Pricing Committee and Investment Committee to oversee, manage and review specific aspects of the Group’s business operations and corporate matters. All the Board Committees operate within their respective approved defined TOR and specific authority delegated by the Board. All the Board Committees make recommendations to the Board for approval in respect of the matters under their purview, saved for the Pricing Committee, which has been empowered by the Board to make decision within its TOR. The Chairmen of the respective Board Committees will report to the Board on the proceedings of each Board Committee meeting and the reporting of the said proceedings will be minuted accordingly. The Board retains full responsibility for the final decision on all matters. (i) Nomination Committee As at the date of this Statement, the Nomination Committee consists of three (3) members, all of whom are Independent Non-Executive Directors. The composition of the Nomination Committee is as follows: Name Position Designation Datuk Wira Lye Ek Seang Chairman Independent Non-Executive Director Encik Mohd Najib Bin Abdul Aziz Member Independent Non-Executive Director Ms Alice Dora Boucher Member Independent Non-Executive Director The Nomination Committee does not make decisions on behalf of the Board but makes recommendations to the Board for approval. New Appointment to the Board and Senior Management The Nomination Committee has been given the responsibility to recommend new appointments to the Board, Board Committees and Senior Management who hold the key pivotal positions in Tropicana and its group of companies (“Key Personnel”) on an on-going basis, with a view to ensure that the Board composition meets the needs, objectives and aspirations of the Company. Considerations should be given to the competencies, commitment, contribution and performance of the potential candidates. The selection criteria of members of the Board are primarily based on the merits of competency, knowledge, experiences, expertise, skills, character, integrity and time commitment of the candidates, and taking into consideration the diversity in gender, ethnicity and age guided by the Fit & Proper Policy adopted by the Group. As at the date of this Statement, the Nomination Committee had considered and recommended the appointment of Dato’ Mohamad Lotfy Bin Mohamad Noh and Datuk Tan Mann Chai, JP as Independent Non-Executive Directors of the Company, and the appointment of Mr Lim Lai Seng as Managing Director/ Chief Financial Officer of the Company . 120 ANNUAL REPORT 2022
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