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 Datuk Mark Rozario as NonIndependent Executive Director and Group CEO (b) the appointment of Ms Emelia Binti Matrahah as Independent Non-Executive Director. Prior to the recommendation, the Nomination and Remuneration Committee had reviewed their profiles and curriculum vitae, the qualifications and the disclosure of their other directorships and had considered their background, skills, experiences, time commitment and as well as their competencies. Diversity and Inclusion Policy Diversity is integrated across our Diversity and Inclusion Policy, and Tropicana strives for the importance of diversity in the workplace and inclusive culture that respects and values each other’s differences and promotes equality and diversity. Appointments of the Board and Management of Tropicana are based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender. Director appointed should be able to devote the required time to serve the Board effectively. The Board would consider the existing Board positions held by a Director. Any appointment that may cast doubt on the integrity and governance of Tropicana would be avoided. In order to pursue the objective of diversity, the Management of Tropicana will ensure that the recruitment and selection practices at all levels (from the Board downwards) are appropriately structured so that a diverse range of candidates in terms of skill, knowledge, experience, gender, age, ethnicity and cultural background are considered. In assessing the suitable candidate for appointment to the Board and Key Personnel in the Group, the Nomination and Remuneration Committee and the Board also accord due consideration to gender diversity, age, required mix of skills, knowledge and experience, cultural background and other qualities, including core competencies and integrity. The Board recognises the challenges in achieving the right balance of gender diversity on the Board. This will be carried out/completed over time, taking into account the present size of the Board, the valuable knowledge and experience of the present Board members and the evolving challenges to the Company over time. Currently, the Board has three (3) female Directors i.e., Ms Alice Dora Boucher, Madam Vivienne Cheng Chi Fan and Ms Emelia Binti Matrahah. In cognisant of the importance to promote gender diversity, the Company is committed to putting its efforts into getting more suitable female candidates to join the Board and Senior Management positions. Annual Board Evaluation The Nomination and Remuneration Committee also reviews the evaluation process and evaluation forms for all Board members in respect of the annual evaluations of the effectiveness of the Board, Board Committees and the contribution of each Director. The Board through the Nomination and Remuneration Committee conducted the annual evaluation exercise internally, facilitated by the Group Company Secretary for FY2024, consisting of the following:- (a) Evaluation of the Board effectiveness as a whole; (b) Evaluation of the Board Committees performance; (c) Individual Directors’ Self and Peer Performance Evaluation; (d) Audit Committee Assessment; and (e) Independent Non-Executive Director Self Evaluation. The criteria on the evaluation of the Board as a whole related to, amongst others, the appropriate composition and Committees in correspondence to the Board’s oversight duties and the development of the Company’s strategy. The Board has the right mix of skills and experience to optimise performance and strategy, and the roles and responsibilities of the Board and individual Directors are clearly defined in the Board Charter. 200 ANNUAL REPORT 2024
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