The Nomination Committee had reviewed Dato’ Mohamad Lotfy Bin Mohamad Noh and Datuk Tan Mann Chai, JP’s profile and curriculum vitae, the qualification and the disclosure of their other directorships and had considered their background, academic qualifications, skills, experiences, time commitment and competencies prior to their appointment as Independent NonExecutive Directors of the Company guided by the Fit & Proper Policy adopted by the Group. The Nomination Committee had also reviewed the profile and curriculum vitae, the qualification of all senior positions. Diversity and Inclusion Policy Diversity is integrated across our Diversity and Inclusion Policy, and Tropicana strives for the importance of diversity in the workplace and inclusive culture that respects and values each other’s difference and promotes equality and diversity. Appointments of the Board and Management of Tropicana are based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender. Director appointed should be able to devote the required time to serve the Board effectively. The Board would consider the existing Board positions held by a Director. Any appointment that may cast doubt on the integrity and governance of Tropicana would be avoided. In order to pursue the objective of diversity, the Management of Tropicana will ensure that the recruitment and selection practices at all levels (from the Board downwards) are appropriately structured so that a diverse range of candidates in terms of skill, knowledge, experience, gender, age, ethnicity, race, religion and cultural background are considered. In assessing the suitable candidate for appointment to the Board and Key Personnel in the Group, the Nomination Committee and the Board also accord due consideration to gender diversity, age, required mix of skills, knowledge and experience, cultural background and other qualities, including core competencies and integrity. The Board recognises the challenges in achieving the right balance of gender diversity on the Board. This will be done over time, taking into account the present size of the Board, the valuable knowledge and experience of the present Board members and the evolving challenges to the Company over time. Currently, the Board has two (2) female Directors i.e., Ms Alice Dora Boucher and Madam Vivienne Cheng Chi Fan. In cognisant of the importance to promote gender diversity, the Company is committed to putting its efforts into getting more suitable female candidates to join the Board and Senior Management positions. Annual Board Evaluation The Nomination Committee also reviews the evaluation process and evaluation forms for all Board members in respect of the annual evaluations of the effectiveness of the Board, Board Committees and the contribution of each Director. In FY2022, the Board through the Nomination Committee conducted annual evaluation exercise internally and facilitated by the Group Company Secretary, consisting of the following: (a) Evaluation of the Board effectiveness as a whole; (b) Evaluation of the Board Committees performance; (c) Individual Directors’ Self and Peer Performance Evaluation; (d) Audit Committee Assessment; and (e) Independent Non-Executive Director Self Evaluation. The criteria on the evaluation of the Board as a whole related to, amongst others, the appropriate composition and Committees in correspondence to the Board’s oversight duties and the development of the Company’s strategy, the Board has the right mix of skills and experience to optimise performance and strategy, and the roles and responsibilities of the Board and individual Directors are clearly defined in the Board Charter. The criteria for the evaluation of the Board Committees related to, inter alia, whether all the Board Committees have the right number of members in its composition, whether each Board Committee properly discharges its duties and responsibilities, and whether all Board Committees provide useful information and recommendations that assist the Board to make better decisions, and consequently make Board meetings more efficient and effective. The criteria on the Individual Directors’ Self and Peer Performance Evaluation related to, such as, whether the Director shares his information or insights, applies analytical and conceptual skills to the decision-making process, provides realism and practical advices to Board’s deliberations, as well as assesses and links short-term issues to the long-term strategy of the Company. The criteria on the Audit Committee Assessment related to, among other things, whether the Audit Committee’s actions reflect independence from Management, ethical behaviour, and the best interests of shareholders, and whether there is appropriate consideration of the Company’s financial reporting risks and the related internal controls, which are reflected in the Audit Committee’s discussions and agenda items. In terms of the assessment of the Independent Non-Executive Director Self Evaluation, each Independent Non-Executive Director has conducted a self-evaluation of his/her independence based on the criteria of independence as defined under Paragraph 1.01 of the MMLR of Bursa Securities. In addition, each Independent 121 GOVERNANCE
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