(c) R eviewed and recommended to the Board for approval, the re-election of Directors in accordance with Clauses 112 and 113 of the Company’s Constitution at the FourtyThird Annual General Meeting (“43rd AGM”) held on 23 June 2022. The Directors who are eligible for re-election have completed the Fit & Proper Policy Compliance Checklist to declare that he/she is a fit and proper person to act as a Director of the Company. (d) Reviewed and recommended to the Board for approval, the proposed appointments of Dato’ Mohamad Lotfy Bin Mohamad Noh and Datuk Tan Mann Chai, JP as Independent Non-Executive Directors of Tropicana and the proposed promotion of Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun as Chairman of Tropicana. Both Dato’ Mohamad Lotfy Bin Mohamad Noh and Datuk Tan Mann Chai, JP have completed their respective Fit & Proper Policy Compliance Checklist to declare that they are a fit and proper person to act as a Director of the Company prior to their appointments as Directors of the Company. (e) Reviewed and recommended to the Board for approval, the proposed changes of the TOR of the Nomination Committee. (f) Considered and recommended to the Board for approval, the changes to the compositions of the Board Committees following the resignations and appointments of Directors of the Company. (g) Reviewed and recommended to the Board for approval, the proposed Fit & Proper Policy for Appointment and Re-Election of Directors of the Group. (ii) Remuneration Committee As at the date of this Statement, the Remuneration Committee consists of four (4) members, all of whom are Independent Non-Executive Directors. The composition of the Remuneration Committee are as follows: Name Position Designation Dato’ Mohamad Lotfy Bin Mohamad Noh (Appointed w.e.f. 20 March 2023) Chairman Independent Non-Executive Director Datuk Wira Lye Ek Seang Member Independent Non-Executive Director Encik Mohd Najib Bin Abdul Aziz Member Independent Non-Executive Director Madam Vivienne Cheng Chi Fan (Appointed w.e.f. 20 March 2023) Member Independent Non-Executive Director The Remuneration Committee assists the Board in its responsibilities of assessing the remuneration packages of the Directors of the Company as well as the Key Personnel of the Group. The compensation and benefits shall be aligned with the business strategy and long-term objectives of the Group, and shall reflect the calibre, competency, experience, skills, expertise, responsibilities and commitment of the Key Personnel as well as the complexity of the Group’s activities. Thus, the components of the compensation and benefits of the Key Personnel shall be structured in a way to link rewards to corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration shall reflect the contributions, commitment, experience, expertise and responsibilities undertaken by the particular Non-Executive Director concerned and the complexity of the Group’s activities. The Remuneration Committee met three (3) times during FY2022 and the Remuneration Committee had reviewed and recommended the following matters to the Board for approval: (a) Proposed 2022 salary increments and bonuses for the financial year ended 31 December 2021 for the Executive Directors, Senior Management and the employees of the Company and its group of companies; (b) Proposed remuneration packages payable to the newly appointed Directors of the Company; (c) P roposed changes of the TOR of the Remuneration Committee; and (d) Proposed payment of the Directors’ remuneration to the Non-Executive Directors for the financial year ended 31 December 2021. The remuneration paid to the top five (5) key Senior Management personnel for FY2022 are as follows: Remuneration Range Name of Key Senior Management 1,450,000-1,500,000 Ms Lee Sor Phaik The remuneration of the other top four (4) key Senior Management personnel namely, Tan Sri Dato’ Tan Chee Sing, Mr Lee Han Ming (resigned from the Board of Tropicana on 1 May 2022), Mr Dion Tan Yong Chien and Mr Jared Ang Tzer Shen, who are also Executive Directors of the Company, have been disclosed under the Directors’ Remuneration section. 123 GOVERNANCE
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