AUDIT COMMITTEE REPORT THE BOARD OF DIRECTOR OF TROPICANA CORPORATION BERHAD (“TROPICANA” OR “THE COMPANY”) IS PLEASED TO PRESENT THE REPORT OF THE AUDIT COMMITTEE FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 (“FY2022”). The Audit Committee was established in line with the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) to function as a committee of the Board of Directors to assist and support the Board in fulfilling its fiduciary responsibilities in accordance with the Terms of Reference (“TOR”) of the Audit Committee of the Company and to assist the Board in reviewing the adequacy and integrity of the Group’s financial administration and reporting as well as internal controls. MEMBERS OF THE AUDIT COMMITTEE The Audit Committee consists of four (4) following members, who each satisfy the “independence” requirements contained in the Listing Requirements of Bursa Securities: Total Number of Meetings Number of Meetings Attended Encik Mohd Najib Bin Abdul Aziz (Chairman/Independent Non-Executive Director) 5 5/5 Madam Vivienne Cheng Chi Fan (Member/Independent Non-Executive Director) 5 5/5 Ms Alice Dora Boucher (Member/Independent Non-Executive Director) 5 5/5 Dato’ Dr Teo Tong Kooi (Member/Senior Independent Non-Executive Director) (Resigned on 20 January 2023) 5 4/5 The Audit Committee is chaired by Encik Mohd Najib Bin Abdul Aziz whom is independent and possesses the necessary skills, capabilities and attributes to ensure that all Audit Committee meetings are efficiently conducted by fostering open discussions with all members of the Audit Committee on the agenda items during meetings so as to facilitate thorough considerations of all subject matters presented to the Audit Committee. All members of the Audit Committee are Independent Non-Executive Directors and are financially literate. The composition of the Audit Committee is in compliance with Paragraphs 15.09 and 15.10 of the Listing Requirements of Bursa Securities and Step-up Practice 9.4 of the Malaysian Code of Corporate Governance. The profiles of the Audit Committee members are disclosed on pages 106 to 111. TERM OF REFERENCE The Audit Committee has discharged its functions and duties under a written TOR of the Audit Committee containing provisions that address the requirements imposed by Bursa Securities. The TOR was reviewed by the Audit Committee on 14 April 2022 and approved by the Board of Directors on 21 April 2022. The TOR is available for reference on the Company’s website at https:// www.tropicanacorp.com.my/corporate-governance MEETINGS OF THE AUDIT COMMITTEE The Audit Committee held five (5) meetings during the FY2022. Details of the member’s attendance at the meetings held are disclosed in the table above. The Executive Directors of the Board, which included the Group Managing Director, Group Executive Director, Deputy Chief Executive Officer, and Senior Management attended the Audit Committee meetings held in FY2022 upon invitation by the Chairman of the Audit Committee. The Group’s Head of Internal Audit attended all the Audit Committee meetings. The External Auditors were also invited to attend three (3) of these meetings. The External Auditors as well as the Internal Auditors were invited to the Audit Committee meetings in 2022 to report on the statutory audit respect of the financial statements for the financial year 2021, and progress of the audit plan for years 2021 and 2022 respectively. Detailed internal audit reports, together with Management’s responses were circulated to the Audit Committee members, Group Managing Director and Deputy Chief Executive Officer, and significant issues were discussed at the Audit Committee Meetings. Upon conclusion of each meeting, the Group Company Secretary prepared a report which summarised the main discussion points and decisions of the Audit Committee to be tabled at the immediate following Board Meeting. The Chairman of the Audit Committee reported to the Board the activities that it had undertaken and the key recommendations for the Board’s consideration and decision. Minutes of each Audit Committee meeting were recorded and tabled for confirmation at the next Audit Committee meeting and subsequently presented to the Board for notation. The Audit Committee also had a private discussion with the External Auditors two (2) times during the financial year without the presence of Management during meetings held on 21 February 2022 and 16 November 2022. 138 ANNUAL REPORT 2022
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