CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board of Directors (“Board”) of Tropicana Corporation Berhad (“Tropicana” or “Company”) is committed to maintaining high standards of corporate governance to build an environment of trust, transparency and accountability necessary to foster long-term investment, financial stability and business integrity, leading stronger growth and success of the Company and its subsidiaries (“Group”). The Board supports the principles and recommendations of the Malaysian Code on Corporate Governance (“MCCG”) issued by the Securities Commission Malaysia. The Board will continue to review the existing corporate governance practices throughout the Group and to undertake appropriate actions in embedding the principles and recommendations of the MCCG. The Board considers sustainability an integral part of business operations inherent to strategic planning and decision-making. The general role of the Board is to guide and create long-term sustainable value through considerations given on the Group’s material economic, environmental and social (“EES”) risks and opportunities to benefit our stakeholders. Further details on the Group’s sustainability governance can be found in the Sustainability Statement section in this Annual Report on page 75. This Corporate Governance Overview Statement (“Statement”), which is made pursuant to Paragraph 15.25(1) of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), sets out an overview of the application of the principles in the MCCG in which the Group has applied the principles and the recommendations of the MCCG throughout the financial year ended 31 December 2023 (“FY2023”). Details of the application of each practice of the MCCG during FY2023 are disclosed in the Corporate Governance Report (“CG Report”) in the format prescribed by Paragraph 15.25(2) of the MMLR of Bursa Securities, which is available on the Company’s website at https://www.tropicanacorp.com.my/ corporate-governance as well as the website of Bursa Securities. This Statement made reference and provide the details on how the Company applied and upheld the three (3) main principles highlighted in the MCCG during FY2023 and/or up to the date of this Statement (where applicable), which are: In addition, the Company’s corporate governance framework is based on the following statutory requirements in building the sustainability values: PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS I. Board Responsibilities The Board assumes the following principal responsibilities in discharging its fiduciary duties and leadership functions: • reviews and adopts the strategic plan for the Group; • oversees the conduct of the Group’s businesses to determine whether the businesses are being properly managed; • identifies principal risks and ensures the implementation of appropriate systems to manage these risks; • establishes a succession plan for the Company; • oversees the development and implementation of an investor relations programme for the Company; • reviews the adequacy and the integrity of the Group’s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines; • ensures the Company’s financial statements are true and fair and conform with the laws; and • ensures the Company adheres to high standards of ethics and corporate behaviour In FY2023, the Board had reviewed the Board Charter and Terms of Reference (“TOR”) of all Board Committees to ensure the Board Charter and TOR are updated accordingly. The Board is mindful of the importance of building a sustainable business and therefore, takes into consideration its environmental, social and governance impact when developing the corporate strategy of the Group. The Company’s activities in corporate social responsibilities for the year under review are disclosed on page 98 to 119 in this Annual Report. In discharging its duties, the Board is guided by its Board Charter which outlines the duties and responsibilities of the Board, Chairman, Deputy Chairman, Senior Independent Director, Group Managing Director (“Group MD”) and Chief Executive Officer (“CEO”). The Board Charter which is available on the Company’s website at https://www.tropicanacorp.com.my/corporategovernance sets out processes and procedures for convening Board meetings. Matters specifically reserved for the Board and those delegated to Board Committees are clearly defined in PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT MMLR Companies Act 2016 MCCG Tropicana Group’s Corporate Governance Framework 147 GOVERNANCE
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