The key roles of the Company Secretaries are to provide unhindered professional advices and services to the Directors as and when the need arises, to enhance the effective functioning of the Board and to ensure regulatory compliance. Other primary responsibilities of the Company Secretaries include: • advising the Board and Management on governance issues; • ensuring compliance with MMLR of Bursa Securities and related statutory obligations; • attending the Board, Board Committees and general meetings and ensuring the Board meeting procedures are followed as well as a proper recording of minutes; • ensuring the proper maintenance of statutory registers and records; • assisting the Chairman in the preparation and conduct of meetings; • updating the Directors on any new changes and developments to the statutory or regulatory requirements concerning their duties and responsibilities as well as those concerning the Company; • regularly update and keep the Board and Management informed of the requirements in dealing with the securities of the Company during the closed period and non-closed period; and • assisting the communications between the Board and Management. The Company Secretaries had assessed the requirements of the Companies Act 2016 (“the Act”) and MCCG and facilitated training for the Board on the approaches envisaged by the Act and MCCG as well as providing advices to the Board on the application of practices within the Group. VII. Ethics and Codes The Board acknowledges its leadership role in creating ethical values and observing ethical conduct. The Board adopts and observes the Code of Ethics for Company Directors established by the Companies Commission of Malaysia, as the Board is fully supportive of the principles in the said Code of Ethics and finds it suitable for the Company to uphold the same principles. A copy of the said Code of Ethics for Company Directors can be found on the Company’s website at https://www.tropicanacorp.com.my/ corporate-governance. VIII. Board Charter The Board is accountable and responsible for the performance and governance activities of the Group with a view of protecting shareholders’ value and recognising the interests of all other stakeholders namely, customers, suppliers, contractors, employees, regulators, members of the communities and all others with whom Tropicana interfaces. The Board Charter is intended to identify the role, structure and processes related to key governance activities of the Board. It serves as a reference point for Board’s activities, and is designed to provide guidance and clarity for Directors and Management with regards to the roles of the Board and its Committees, the roles of the top key positions of the Company and the requirements of Directors in carrying out their roles and in discharging their duties towards the Company as well as the Board’s operating practices. A copy of the Board Charter is available on the Company’s website at https://www.tropicanacorp.com.my/corporate-governance. IX. Whistleblowing Policies and Procedures A formal Whistleblowing Policy (“WBP”) was adopted on 1 June 2017. The WBP is to provide an avenue for all employees of the Group and members of the public to disclose any improper conduct in accordance with the procedures as provided for under the WBP and to provide protection to the employees and members of the public who report such allegations. The WBP is also included in the Group’s Employee’s Handbook. The WBP is available on the Company’s website at https://www. tropicanacorp.com.my/corporate-governance. X. Anti-Bribery and Anti-Corruption (“ABAC”) Policy and Policies & Procedures for Gifts and Hospitality A formal ABAC Policy adopted on 28 May 2020, serves to provide guidance on how to prevent, deal with and combat bribery and corrupt activities and issues that may arise in the course of business. The ABAC Policy is applicable to all employees, directors (executive and non-executive) and any person who performs services for and on behalf of the Group, which includes contractors, sub-contractors, consultants, suppliers, agents, intermediaries and representatives of the Group. On 1 August 2022, the Group has adopted its Policies & Procedures for Gifts and Hospitality which set out the responsibilities of those working for the Group in observing and upholding the Group’s stance against bribery and corruption when giving and receiving gifts and hospitality. This policy also aims to provide information and guidance to recognise bribery and corruption issues when giving and receiving gifts and hospitality and the procedures to deal with such issues. Both of the abovementioned policies are available on the Company’s website at https://www.tropicanacorp.com.my/ corporate-governance. XI. Supply of Information The Directors have full and unrestricted access to all information pertaining to the Group’s businesses and affairs to enable them to discharge their duties. All Directors, whether as a whole or in their individual capacity, have access to the advices and services of the Company Secretaries and Senior Management and may seek independent professional advice, at the Company’s expense, if required, to assist them in the furtherance of their duties. All Directors are provided with reports and other relevant information in a timely manner, covering various aspects of the Group’s operations and performance. The Board is also provided with the agenda item at least seven (7) days prior to the meetings and a set of board papers prior to the Board meetings to allow sufficient time for the Directors to peruse, review, consider and deliberate on the issues and, where necessary, to obtain further information and explanations to facilitate informed decisionmaking in compliance with Guidance 1.6 of the MCCG. 155 GOVERNANCE
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