Director Designation Attendance of Board Meetings Dato’ Badrul Hisham Bin Abdul Aziz (Resigned w.e.f. 21 August 2024) Independent Non-Executive Director 3/3 Madam Koh Huey Min (Resigned w.e.f. 4 March 2025) Independent Non-Executive Director 5/5 Note: * R eflects the number of meetings held during FY2024 after his appointment as Director. # Appointed in FY2025 All the existing Directors as at the date of this Statement have complied with the minimum requirement of 50% attendance in respect of Board meetings held in FY2024 as stipulated in the MMLR of Bursa Securities. In the intervals between Board meetings, for any matters requiring Board’s decisions, Board’s approvals are obtained through written resolutions in circulation. The resolutions passed by way of resolutions in circulation were then noted by the Board at the next quarterly Board meeting. The Directors are expected to allocate sufficient time to the Company to perform their duties effectively, including being prepared for the meetings and contributing effectively to the businesses of the Company. Directors of the Company must not hold directorships in more than five (5) public listed companies and they should notify the Board of any change of their directorships as soon as the change takes effect for notification to the Companies Commission of Malaysia within fourteen (14) days therefrom. VI. Company Secretaries The appointment and removal of Company Secretaries are a matter of the Board as a whole. The Board recognises the importance that the Company Secretaries should be suitably qualified and capable of carrying out the duties required of the post. 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 all 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”), 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. It 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 Gift and Hospitality and Code of Conduct A formal ABAC Policy was adopted on 28 May 2020. The ABAC Policy serves to provide guidance on how to prevent, deal with and combat bribery and corrupt activities and issues that may 204 ANNUAL REPORT 2024
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