EXTERNAL AUDITORS BOARD SHAREHOLDERS • Group Executive Vice Chairman • Group CEO • Group MD Approve the appointment Accountable Accountable Reports to Reports to Delegates Recommends the appointment Internal Audit Nomination and Remuneration Committee Audit Committee Risk Management and Sustainability Committee Governance Model The Board delegates the day-to-day management of the Company’s business operations to Management under the stewardship of the Group Executive Vice Chairman, Group CEO and Group MD. Management meetings are held regularly or whenever the needs arise to discuss and review the Group’s business operations and concerns, and to make the appropriate day-to-day business and Management’s decisions. In order to ensure that the direction and control of the Group are firmly in its hands, and having an oversight of Management, the matters reserved for the Board’s decisions are as follows: • to approve corporate plans and strategic issues of the Company; • to approve annual budgets of the Company; • to approve material acquisitions and disposals of undertakings and assets as well as major investments of the Group; • to approve new ventures of the Group; • to approve changes to the control structure of the Company including key policies, capital expenditures, authority levels, treasury policies and risk management policies; • to approve material borrowings of the Company; and • to review the financial statements of the Company and the Group on a consolidated basis. The strategic business plan for the Group is presented to the Board for deliberation and approved on an annual basis and the milestones achieved and progress of the strategic plan and financial targets are reported to the Board on a quarterly basis. (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 dual responsibility with regards to the new appointment to the Board and Senior Management. Firstly, it is responsible 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 IV. Governance Model and Framework 199 GOVERNANCE
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