Management is responsible for furnishing the Board with all information that may assist the Board in discharging its responsibilities and facilitating informed decision-making. The in-house Group Company Secretary attends all Board meetings and ensures that accurate and adequate records of the proceedings of the Board meetings and decisions made are properly recorded. Senior Management of the Group, External Auditors and advisors are also invited to attend Board meetings on specific items on the agenda which require clarification and professional advice. The Board is also briefed on the latest updates on the Group’s business activities. The Company Secretaries are responsible for ensuring the procedures of the Board meeting are followed and that applicable rules and regulations are complied with. The Company Secretaries update the Directors on any new changes and developments to the statutory or regulatory requirements concerning their duties and responsibilities as well as general statutory compliances whenever the changes arise. XII. Appointment and Re-Election to the Board In line with new Paragraph 15.01A of the MMLR of Bursa Securities, a formal Fit & Proper Policy for Appointment and Re-Election of Directors (“FPP”) was adopted on 21 April 2022. The purpose of the FPP is to assess the nominated and re-elected Directors in accordance with the fit and proper criteria set out therein. The FPP has been designed as a practice guide for the appointment and re-election of Directors to assist the Nomination Committee to discharge their duties and functions in the Board nomination and re-election process of Directors. The FPP has recommended four (4) criteria in assessing the Board nomination and re-election of Directors as follows: (a) Probity, personal integrity and reputation; (b) Competence and capacity; (c) Financial integrity; and (d) Time and commitment. The FPP is available on the Company’s website at https://www.tropicanacorp.com.my/corporate-governance. In accordance with the Company’s Constitution, all Directors who are appointed by the Board either to fill a casual vacancy or as an addition to the existing Directors are subject to re-election by shareholders at the annual general meeting (“AGM”) following their appointment. The Constitution also provides that at least one-third (1/3) of the Directors be subjected to re-election by rotation at each AGM, including the CEO, Group MD and Executive Director provided always that all the Directors shall retire from their office at least once in every three (3) years. All retiring Directors are eligible to offer themselves for re-election at the AGM. The Board continuously reviews its size and composition with particular consideration on its impact on the effective functioning of the Board. Any proposed candidate for the appointment as Director will be reviewed and recommended by the Nomination and Remuneration Committee to the Board for full deliberation and approval. XIII. Directors’ Training All Directors have attended the Mandatory Accreditation Programme (“MAP”) prescribed by Bursa Securities. Directors are encouraged to attend continuing education programmes and seminars to keep themselves abreast with current developments in the market place and with new statutory and regulatory requirements. They are provided with updates from time to time on relevant new laws and regulations affecting their directorships and relevant compliances. Mr Din Tan Yong Chia and Madam Koh Huey Min who were appointed as Directors during FY2023, had attended the MAP prior or subsequent to their appointments, to facilitate themselves with comprehensive understanding of the roles and responsibilities as director, key obligations of listed companies and director under MMLR of Bursa Securities as well as the importance of corporate governance. The training programmes attended by the Directors of the Company during FY2023 are listed below: Name Title of Training Programmes/Seminars Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun 1) Sustainability for Boards: Capacity Building 2) Mandatory Accreditation Programme Part II (MAP) - Leading for Impact (LIP) Tan Sri Dato’ Tan Chee Sing Sustainability for Boards: Capacity Building Mr Din Tan Yong Chia (Appointed on 20 July 2023 and re-designated on 19 March 2024) 1) Sustainability for Boards: Capacity Building 2) Mandatory Accreditation Programme Part II (MAP) - Leading for Impact (LIP) 156 ANNUAL REPORT 2023
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