• to review reports on the development of material litigation(s) and/or any new material litigation of the Group by the Managing Director, Group Legal (Non-Board member of Tropicana); and • to review reports of the operations of Tropicana Gardens Mall prepared by the Managing Director, Group Assets Management. On 5 October 2023, the Board approved the merging of Nomination Committee and Remuneration Committee into a single Board Committee known as the Nomination and Remuneration Committee. Subsequently, on 22 February 2024, the Pricing Committee and Investment Committee were merged and renamed as the Pricing and Investment Committee. The Board delegated specific responsibilities to several Board Committees namely, the Audit Committee, Nomination and Remuneration Committee, Risk Management and Sustainability Committee and Pricing and Investment Committee to oversee, manage and review specific aspects of the Group’s business operations and corporate matters. All the Board Committees operate within their respective approved defined TOR and specific authority delegated by the Board. All the Board Committees make recommendations to the Board for approval in respect of the matters under their purview, saved for the Pricing and Investment Committee, which has been empowered by the Board to make decisions within its TOR. The Chairman of the respective Board Committees will report to the Board on the proceedings of each Board Committee meeting and the reporting of the said proceedings will be minuted accordingly. The Board retains full responsibility for the final decision on all matters. (i) Nomination and Remuneration Committee As at the date of this Statement, the Nomination and Remuneration Committee consists of three (3) members, all of whom are Independent Non-Executive Directors. The composition of the Nomination and Remuneration Committee is as follows: Name Position Designation Madam Vivienne Cheng Chi Fan Chairperson Independent Non-Executive Director Datuk Wira Lye Ek Seang Member Independent Non-Executive Director Ms Alice Dora Boucher Member Independent Non-Executive Director The Nomination and Remuneration Committee does not make decisions on behalf of the Board but makes recommendations to the Board for approval. New Appointment to the Board and Senior Management The Nomination and Remuneration Committee has been given the responsibility to recommend new appointments to the Board, Board Committees and Senior Management who hold the key pivotal positions in Tropicana and its group of companies (“Key Personnel”) on an on-going basis, with a view to ensure that the Board composition meets the needs, objectives and aspirations of the Company. Considerations should be given to the competencies, commitment, contribution and performance of the potential candidates. The selection criteria of members of the Board are primarily based on the merits of competency, knowledge, experiences, expertise, skills, character, integrity and time commitment of the candidates, and taking into consideration the diversity in gender, ethnicity and age guided by the Fit & Proper Policy adopted by the Group. Secondly, the Nomination and 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 Nomination and Remuneration Committee has considered and recommended the following:- (a) the appointment of Mr Din Tan Yong Chia as Group Executive Director. Subsequently, he was recommended for the position of Group Managing Director; (b) the appointment of Madam Koh Huey Min as Independent Non-Executive Director of the Company to replace Encik Mohd Najib Bin Abdul Aziz; (c) the appointment of Dr Chan Tze Leong as Group Company Secretary; (d) the promotion of Mr Khoo Thian Shyang as Deputy CEO; and (e) the appointment of Mr Ong Chou Wen as CEO of Tropicana’s Group of Companies. Prior to the appointments above, the Nomination and Remuneration Committee had reviewed Mr Din Tan Yong Chia and Madam Koh Huey Min’s profile and curriculum vitae, the qualification and the disclosure of their other directorships and had considered their background, academic qualifications, skills, experiences, time commitment and competencies prior to their appointments as Group Executive Director and Independent Non-Executive Directors of the Company guided by the Fit & Proper Policy adopted by the Group. The Nomination and Remuneration Committee had also reviewed the profile and curriculum vitae, and the qualification of Dr Chan Tze Leong and had considered his background, academic qualifications, skills, experiences and competencies prior to his appointment as Group Company Secretary of the Company. Mr Khoo Thian Shyang and Mr Ong Chou Wen’s profile and curriculum vitae, and the qualification for both have been reviewed by the Nomination and Remuneration Committee prior to their appointments in the Company. 150 ANNUAL REPORT 2023
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