IX. Whistleblowing Policies and Procedures A formal Whistleblowing Policy (“WBP”) was adopted on 1 June 2017. The WBP is to provide an avenue for all employees of the Group and members of the public to disclose any improper conduct in accordance with the procedures as provided for under the WBP and to provide protection to the employees and members of the public who report such allegations. The WBP is also included in the Group’s Employee’s Handbook. The WBP is available on the Company’s website at https://www. tropicanacorp.com.my/corporate-governance. X. Anti-Bribery and Anti-Corruption (“ABAC”) Policy and Policies & Procedures for Gifts and Hospitality A formal ABAC Policy was adopted on 28 May 2020. The ABAC Policy serves to provide guidance on how to prevent, deal with and combat bribery and corrupt activities and issues that may arise in the course of business. The ABAC Policy is applicable to all employees, directors (executive and non-executive) and any person who performs services for and on behalf of the Group, which includes contractors, sub-contractors, consultants, suppliers, agents, intermediaries and representatives of the Group. On 1 August 2022, the Group has adopted its Policies & Procedures for Gifts and Hospitality which set out the responsibilities of those working for the Group in observing and upholding the Group’s stance against bribery and corruption when giving and receiving gifts and hospitality. This policy also aims to provide information and guidance to recognise bribery and corruption issues when giving and receiving gifts and hospitality and the procedures to deal with such issues. Both of the abovementioned policies are available on the Company’s website at https://www.tropicanacorp.com.my/ corporate-governance. XI. Supply of Information The Directors have full and unrestricted access to all information pertaining to the Group’s businesses and affairs to enable them to discharge their duties. All Directors, whether as a whole or in their individual capacity, have access to the advices and services of the Company Secretaries and Senior Management and may seek independent professional advice, at the Company’s expense, if required, to assist them in the furtherance of their duties. All Directors are provided with reports and other relevant information in a timely manner, covering various aspects of the Group’s operations and performance. The Board is also provided with the agenda item at least seven (7) days prior to the meetings and a set of board papers prior to the Board meetings to allow sufficient time for the Directors to peruse, review, consider and deliberate on the issues and, where necessary, to obtain further information and explanations to facilitate informed decisionmaking in compliance with Guidance 1.6 of the MCCG. Management is responsible for furnishing the Board with all information that may assist the Board in discharging its responsibilities and facilitating informed decision-making. The inhouse Group Company Secretary attends all Board meetings and ensures that accurate and adequate records of the proceedings of the Board meetings and decisions made are properly recorded. Senior Management of the Group, External Auditors and advisors are also invited to attend Board meetings on specific items on the agenda which require clarification and professional advice. The Board is also briefed on the latest updates on the Group’s business activities. The Company Secretaries are responsible for ensuring the procedures of the Board meeting are followed and that applicable rules and regulations are complied with. The Company Secretaries update the Directors on any new changes and developments to the statutory or regulatory requirements concerning their duties and responsibilities as well as general statutory compliances whenever the changes arise. XII. Appointment and Re-Election to the Board In line with new Paragraph 15.01A of the MMLR of Bursa Securities, a formal Fit & Proper Policy for Appointment and Re-Election of Directors (“FPP”) was adopted on 21 April 2022. The purpose of the FPP is to assess the nominated and re-elected Directors in accordance with the fit and proper criteria set out therein. The FPP has been designed as a practice guide for the appointment and re-election of Directors to assist the Nomination Committee to discharge their duties and functions in the Board nomination and re-election process of Directors. The FPP has recommended four (4) criteria in assessing the Board nomination and re-election of Directors as follows: (A) Probity, personal integrity and reputation; (B) Competence and capacity; (C) Financial integrity; and (D) Time and commitment. The FPP is available on the Company’s website at https://www. tropicanacorp.com.my/corporate-governance. In accordance with the Company’s Constitution, all Directors who are appointed by the Board either to fill a casual vacancy or as an addition to the existing Directors are subject to re-election by shareholders at the annual general meeting (“AGM”) following their appointment. The Constitution also provides that at least one-third (1/3) of the Directors be subjected to re-election by rotation at each AGM, including the Group CEO, Group MD and Executive Director provided always that all the Directors shall retire from their office at least once in every three (3) years. All retiring Directors are eligible to offer themselves for re-election at the AGM. The Board continuously reviews its size and composition with particular consideration on its impact on the effective functioning of the Board. Any proposed candidate for the appointment as Director will be reviewed and recommended by the Nomination Committee to the Board for full deliberation and approval. 127 GOVERNANCE
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