recommended to the Board the proposed transactions or proposed investments with a view to strategically allocate the Group’s financial resources efficiently and to eliminate or minimise the risk of oversight in investment decisions, to enhance the shareholders’ value and to protect the stakeholders’ interests as well as to ensure the continued growth and success of the Company. The Board of Directors of Tropicana Corporation Berhad had on 5 July 2024, abolished the Pricing and Investment Committee as a measure to streamline the decision-making process involving investments in the best interest of Tropicana’s Group of Companies. V. Board Meeting and Meetings Attendance The Board meets at least once every quarter on a scheduled basis and additional meetings will be convened as and when deemed necessary by the Board. The quarterly Board meetings are scheduled in advance at the commencement of the financial year to allow the Directors to plan their appointments ahead and to facilitate full attendance at Board meetings. All proceedings, deliberations and conclusions of Board meetings are minuted by the Group Company Secretary and are confirmed by the Board members at the next Board meeting and subsequently signed by the Chairman as the correct record of proceedings of the meeting, or signed by the Chairman of the meeting at which the proceedings were held. A total of five (5) Board meetings were held during FY2024 and the attendances of each Board member are set out as below: Director Designation Attendance of Board Meetings Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun Independent Non-Executive Chairman 5/5 Tan Sri Dato’ Tan Chee Sing Group Executive Vice Chairman 5/5 Mr Din Tan Yong Chia Group MD 5/5 Mr Dion Tan Yong Chien Group Non-Independent Non-Executive Director 3/5 Mr Jared Ang Tzer Shen Group Non-Independent Non-Executive Director 5/5 Datuk Mark Victor Rozario (Appointed w.e.f. 3 December 2024) Non-Independent NonExecutive Director, Group CEO 0/0* Datuk Wira Lye Ek Seang Independent Non-Executive Director 5/5 Ms Alice Dora Boucher Independent Non-Executive Director 5/5 Madam Vivienne Cheng Chi Fan Independent Non-Executive Director 5/5 Datuk Tan Mann Chai, JP Independent Non-Executive Director 5/5 Ms Emelia Binti Matrahah (Appointed w.e.f. 4 March 2025) Independent Non-Executive Director N/A# Activities of the Nomination and Remuneration Committee during FY2024 On nomination and remuneration related functions, the said Committee had met five (5) times during FY2024 and had reviewed and recommended the following matters to the Board for approval:- (a) 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) the changes to the compositions of the Board Committees of the Company. The Committee recommended the appointment of Datuk Mark Victor Rozario as NonIndependent Executive Director and Group CEO and Ms Emelia Binti Matrahah as Independent Non-Executive Director of Tropicana Corporation Berhad. Ms Emelia Binti Matrahah was further recommended as Chairman of the Audit Committee and Member of the Risk Management and Sustainability Committee of Tropicana Corporation Berhad. (c) the extract of the Nomination Committee report in the Corporate Governance Overview Statement for inclusion in the Annual Report 2023. (d) the re-election of Directors in accordance with Clauses 112 and 113 of the Company’s Constitution at the Forty-Fifth Annual General Meeting (“45th AGM”) of the Company held on 24 June 2024. The Directors who were eligible for re-election 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) 2024 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 2024. (f) proposed remuneration package for newly appointed Directors, Group CEO, Chairman and Member of Board Committees. (ii) Pricing and Investment Committee The composition of Pricing and Investment Committee is as follows: Name Position Designation Ms Alice Dora Boucher Chairman Independent Non-Executive Director Datuk Wira Lye Ek Seang Member Independent Non-Executive Director Datuk Tan Mann Chai, JP Member Independent Non-Executive Director Mr Din Tan Yong Chia Member Group MD Mr Jared Ang Tzer Shen Member Group Non-Independent Non-Executive Director Pricing and Investment Committee was authorised to approve the minimum/net selling prices of the new launches of properties to be developed by the Group to ensure that the prices set are market driven and to 203 GOVERNANCE
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