The Board Committees report to the Board and in line with their respective terms of reference and authorisation of limits granted by the Board, the Board Committees will either approve or propose recommendations for the Board’s decisions. The structure, terms of reference of these committees are periodically reviewed to ensure that they remain effective and aligned to the Group’s needs. Board Meetings Board Meetings are held quarterly with a formal meeting agenda on matters for deliberation and discussion. Board papers are distributed prior to the Board meetings and Board members are provided with access to all relevant information. Group and Organisational Structure The Group has an organisation structure that clearly defines the reporting lines, roles and responsibilities, accountability and authority from Board and Management to operational levels. The effectiveness of the organisational structure is assessed regularly and enhancements will be implemented as and when necessary. Regular management and operation meetings are conducted by Senior Management which comprises the Deputy Chief Executive Officer, Group Managing Director, Group Executive Director, Managing Directors, Executive Directors and divisional heads. Annual budgets for the Group are scrutinised and approved by the Board. These budgets are used to monitor the actual versus budget as well against prior period’s performance with major variances being analysed and subsequent management action taken as necessary. Authority Limits and Approved Policies The Group has instituted clearly defined organisational roles, responsibilities and authorities via the approved Discretionary Authority Limits (“DAL”) and Standard Operating Procedures. The DAL is reviewed on a periodic basis and updated in line with changes in the organisation. Standard Operating Procedures are documented and formalised and is continuously reviewed to ensure compliance with internal controls, relevant laws and regulations. These have been communicated to all levels and are easily accessible via the Group’s internal employee portal. Internal control activities have been established in all business segments within the Group with clearly defined lines of responsibilities, authority limits for procurement and capital expenditure, awarding of contracts, approving operating expenditures and other significant transactions, segregation of duties, performance monitoring and safeguarding of assets. Integrity Management An Anti-Bribery and Corruption policy and procedures that is aligned with the Malaysian Anti-Corruption Act 2009, adopted since 22 May 2020, was reviewed and approved by the Board of Directors on 28 July 2022. A Whistleblowing Policy adopted since 1 June 2017, was reviewed and approved by Board of Directors on 28 July 2022. The policy provides clarity of oversight of the whistleblowing process, protection and confidentiality to whistle blowers. The policy sets out a protocol for employees and stakeholders to raise genuine possibilities of improprieties, malpractices and misconduct within the Group for remedial action. A Gift and Hospitality Policy has been established and approved by the Board of Directors on 28 July 2022. This policy sets out the responsibilities in observing and upholding the Group’s stance against bribery and corruption when giving and receiving gifts and hospitality. The abovementioned policies are available for reference on the Company’s website at https://www.tropicanacorp.com.my/corporategovernance Quality Management System An Integrated Management System (“QMS”) consisting of ISO 9001:2015 has been established and implemented to continuously provide high quality products. The QMS documents the Group’s best business practices, focused on specific requirements and expectation of purchasers, complies to regulations and improves the overall performance of the Company. The QMS quality manual and policies and procedures are available for reference to all levels and are easily accessible via the Group’s internal employee portal. Information and Communication Technology The Group’s Information and Communication policies and procedures prescribes the requirements to maintain an adequate level of security of IT system, information and hardware used to support the Group’s activities. The IT infrastructure is adequately protected against unauthorised access and security threats. Several dedicated layers of external and internal protections have been established, i.e. firewall with advanced network protection, email protection from spam and malware, and multifactor authentication to strengthen users’ access. The policies and procedures are available for reference to all levels and are easily accessible via the Group’s internal employee portal. Human Resource Management The established Human Resource policies and procedures provide clear guidelines with regards to recruitment, human resource development and performance appraisal to enhance employee’s competency levels have been disseminated to all employees. The policies and procedures are reviewed on a periodic basis to ensure they remain relevant, and appropriate controls are in place to manage operational risks and compliance with regulatory requirements (where applicable). The policies and procedures are available for reference to all levels and are easily accessible via the Group’s internal employee portal. The Group also identifies training and development programmes and schedules for employees to acquire the necessary knowledge and competency to meet their performance and job expectations as well as 136 ANNUAL REPORT 2022
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