Retention of Independent Non-Executive Director The Board Charter indicates the restriction for the tenure of an Independent Non-Executive Director to a cumulative term of nine (9) years. An Independent Non-Executive Director may continue to serve on the Board as a Non-Independent Director. If the Board intends to retain an Independent Director beyond nine (9) years, it should justify and seek shareholders’ approval. If the Board continues to retain the Independent Director after the twelfth year, the Board should seek annually at the general meeting through a two-tier voting process in accordance to Practice 5.3 of the MCCG. In justifying the decision, the Nomination and Remuneration Committee is entrusted to assess the Director’s suitability to continue as an Independent Non-Executive Director based on the criteria of independence. Currently, none of the Independent Non-Executive Directors of Tropicana has served more than nine (9) years. Activities of the Nomination and Remuneration Committee during FY2023 On its Nomination related functions, the said Committee had met seven (7) times during FY2023 and had reviewed and recommended the following matters to the Board for approval: (a) R eviewed the summary results of the evaluations on the Board effectiveness as a whole, Board Committees performance, Individual Directors’ Self and Peer Evaluation, Independent Directors’ Self Evaluation, and Audit Committee Members’ Self Evaluation. (b) Reviewed and recommended to the Board for approval, the changes to the compositions of the Board Committees of the Company namely on the proposed appointment of Mr Lim Lai Seng as the Managing Director/Chief Financial Officer of Tropicana and Group of Companies. (c) R eviewed and recommended to the Board for approval, the extract of the Nomination Committee report in the Corporate Governance Overview Statement for inclusion in the Annual Report 2022. (d) Reviewed and recommended to the Board for approval, the re-election of Directors in accordance with Clauses 112 and 113 of the Company’s Constitution at the Forty-Fourth Annual General Meeting (“44th AGM”) of the Company held on 23 June 2023. The Directors who were eligible for reelection have completed the Fit & Proper Policy Compliance Checklist to declare that he/she is a fit and proper person to act as a Director of the Company. (e) R eviewed the ratification on the promotion of Mr Khoo Thian Shyang as the Deputy CEO and the appointment of Mr Chew Hwei Yeow as the newly appointed Chief Executive Officer of the subsidiary Group of the Company. (f) R eviewed and recommended to the Board for approval, the changes to the compositions of the Board Committees of the Company and the proposed appointment of Mr Din Tan Yong Chia as the Group Executive Director of the Company and subsequently, his promotion as Group Managing Director. (g) R eviewed and recommended to the Board for approval, the proposed appointment of Dr Chan Tze Leong as the Group Company Secretary of Tropicana Group. (h) Reviewed and recommended to the Board for approval, the proposed appointment of Madam Koh Huey Min as Independent Non-Executive Director, Chairperson of Audit Committee and member of Risk Management and Sustainability Committee of Tropicana. Madam Koh Huey Min completed her Fit & Proper Policy Compliance Checklist to declare that she is fit and proper to act as a Director of the Company prior to her appointment as Director of the Company. On its Remuneration related functions, the said Committee had met seven (7) times during FY2023 and had reviewed and recommended the following matters to the Board for approval: (a) 2023 bonus and increment of Tropicana’s employees and proposed payment of the Directors’ remuneration to the Non-Executive Directors for the financial year ended 31 December 2022. (b) Proposed remuneration package for newly appointed Chairman and Members of Board Committees and remuneration packages for newly appointed senior management. (c) R e-instate the Remuneration Committee decision to defer the payment of Directors’ fees. (d) Remuneration package for Mr Khoo Thian Shyang Mr Khoo Thian Shyang as the Deputy CEO and Mr Chew Hwei Yeow as the newly appointed CEO of the subsidiary Group of the Company. (e) Remuneration package for Dr Chan Tze Leong as Group Company Secretary of the Company. Upon the merging of Nomination Committee and Remuneration Committee into single board committee, Nomination and Remuneration Committee met once to review and recommend to the Board for approval the proposed appointment and remuneration package for Mr Ong Chou Wen as CEO of the subsidiary Group of Companies in place of Mr Chew Hwei Yeow. (ii) Pricing and Investment Committee The Pricing Committee and Investment Committee were merged and renamed as Pricing and Investment Committee. As at the date of this Statement, the composition of the Pricing and Investment Committee is as follows: Name Position Designation Ms Alice Dora Boucher Chairperson Independent Non-Executive Director Datuk Wira Lye Ek Seang Member Independent Non-Executive Director 153 GOVERNANCE
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