Non-Executive Director self-checked his/her ability to advise the Board on matters relating to any existing transactions where conflict of interests exist and on matters requiring deliberation by Directors such as related party transactions. Each Independent Non-Executive Director also verified and declared his/her tenure of service as an Independent Non-Executive Director in the Company. In addition, the Board has included the following as part of the process of the evaluation of the Board: (a) Questionnaires are prepared via Google Forms; (b) Collation of results and preparation of findings and actions; (c) Deliberations in the Nomination Committee’s and the Board’s meetings. All assessments and evaluations carried out by the Nomination Committee were properly documented. The outcome and summary results of the Evaluation of the Board effectiveness as a whole, Evaluation of the Board Committees performance, Individual Directors’ Self and Peer Performance Evaluation, Audit Committee Assessment, and Independent Non-Executive Director Self Evaluation for the FY2022 were tabled to the Nomination Committee for recommendation before reporting the same to the Board for notation. The Board viewed that its current composition is sufficient to meet the needs, objectives and aspirations of the Company. From the evaluation, the Board recognised the importance to promote gender diversity, the Company is committed to actively working towards having more female Directors on the Board. Redesignation as Senior Independent Non-Executive Director The Board had on 30 November 2021 approved the redesignation of Dato’ Dr Teo Tong Kooi (resigned on 20 January 2023) as the Senior Independent Non-Executive Director of the Company. Subsequent to his resignation, the Board is in the midst of looking for a suitable candidate to be appointed as the Senior Independent NonExecutive Director of the Company. As part of good governance practices, the appointment of Senior Independent Non-Executive Director is made on the basis of suitability in terms of relevant industrial experiences, qualifications, expertise and any other criteria that the Board thinks fit, in determining the eligibility of a Director as a Senior Independent Non-Executive Director in view of the size and complexity of the Group’s businesses. The Board had also taken into account the policy of inclusion and diversity under the MCCG. In manifesting the Board’s commitment towards sound governance, the Board has benchmarked its Senior Independent Non-Executive Director’s TOR against the relevant promulgations as well as other duties and responsibilities and conflicts of interest. The TOR shall be reviewed by the Board on a regular basis as it deems appropriate to reflect good governance practices and/or any regulatory compliances. The principal responsibilities covered in the TOR of Senior Independent Non-Executive Director, including but are not limited to the following: • to act as an intermediary for other Directors in the event of a difference in opinions; • to act as a conduit to the Board for the communication of shareholders’ concerns when other channels of communication are inappropriate; • to ensure that the views of the other Non-Executive Directors are given due consideration; • to act as Chair of the Board when matters concerning the Chair are considered; and • committed to ensuring best governance practices at all times are upheld. Retention of Independent Non-Executive Director The Board Charter indicates the restriction for the tenure of an Independent Non-Executive Director to a cumulative term of nine (9) years. An Independent Non-Executive Director may continue to serve on the Board upon reaching the nine (9) year term limit subject to the Independent Non-Executive Director’s redesignation as a Non-Independent Non-Executive Director. In the event that the Board intends to retain the Director as an Independent NonExecutive Director after the latter has served a cumulative term of nine (9) years, the Board must justify the decision and seek shareholders’ approval annually at the general meeting through a two-tier voting process in accordance to Practice 5.3 of the MCCG. In justifying the decision, the Nomination Committee is entrusted to assess the Director’s suitability to continue as an Independent NonExecutive Director based on the criteria of independence. Currently, none of the Independent Non-Executive Directors of Tropicana has served for more than nine (9) years. Activities of the Nomination Committee during FY2022 The Nomination Committee met four (4) times during FY2022. The Nomination Committee had carried out and discharged its main duties as below: (a) Reviewed the summary results of the evaluations on the Board effectiveness as a whole, Board Committees performance, Individual Directors’ Self and Peer Evaluation, Independent Directors’ Self Evaluation, and Audit Committee Members’ Self Evaluation. (b) Reviewed and recommended to the Board for approval, the extract of Nomination Committee report in the Corporate Governance Overview Statement for inclusion in the Annual Report 2021. 122 ANNUAL REPORT 2022
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