Board Committee In undertaking its oversight function, the Board is supported by three Board Committees whose responsibilities are outlined by specific terms of reference and authority assigned for areas within their scope. The Committees are: The Board Committees report to the Board, and in line with their respective terms of reference and authorisation of limits granted by the Board, the Board Committees will either approve or propose recommendations for the Board’s decisions. These committees’ structure and terms of reference are periodically reviewed to ensure that they remain effective and aligned to the Group’s needs. Board Meetings Board Meetings are held quarterly with a formal meeting agenda on matters for deliberation and discussion. Board papers are distributed before the Board meetings, and Board members are provided with access to all relevant information. Group and Organisational Structure The Group has an organisational structure that clearly defines the reporting lines, roles and responsibilities, accountability and authority from the Board and Management to operational levels. The effectiveness of the organisational structure is assessed regularly, and enhancements will be implemented as and when necessary. Regular management and operation meetings are conducted by Senior Management, which comprises the Chief Executive Officer, Deputy Chief Executive Officer, Group Managing Director, Managing Directors, Executive Directors and divisional heads. Annual budgets for the Group are scrutinised and approved by the Board. These budgets are used to monitor the actual versus budget against the prior period’s performance, with major variances being analysed and subsequent management action taken as necessary. Authority Limits and Approved Policies The Group has instituted clearly defined organisational roles, responsibilities, and authorities via the approved Discretionary Authority Limits (“DAL”) and Standard Operating Procedures. The DAL is reviewed periodically and updated in accordance with organisational changes. Standard Operating Procedures are documented, formalised and continuously reviewed to ensure compliance with internal controls, relevant laws and regulations. They have been communicated to all levels and are easily accessible via the Group’s internal employee portal. Internal control activities have been established in all business segments within the Group with clearly defined lines of responsibilities, authority limits for procurement and capital expenditure, awarding of contracts, approving operating expenditures and other significant Risk Management and Sustainability Committee Nomination & Remuneration Commitee Audit Commitee transactions, segregation of duties, performance monitoring and safeguarding of assets. Integrity Management An Anti-Bribery and Corruption policy and procedures that are aligned with the Malaysian Anti-Corruption Act 2009, adopted on 22 May 2020, were last reviewed and approved by the Board of Directors on 28 July 2022. A Whistleblowing Policy adopted on 1 June 2017 was last reviewed and approved by the Board of Directors on 28 July 2022. The policy provides clarity of oversight of the whistleblowing process, protection, and confidentiality to whistleblowers. It also sets out a protocol for employees and stakeholders to raise genuine possibilities of improprieties, malpractices, and misconduct within the Group for remedial action. A Gift and Hospitality Policy has been established and was last approved by the Board of Directors on 28 July 2022. This policy set out the responsibilities of observing and upholding the Group’s stance against bribery and corruption when giving and receiving gifts and hospitality. The abovementioned policies are available for reference on the Company’s website at https://www.tropicanacorp.com.my/corporategovernance. Quality Management System An Integrated Management System (“QMS”) consisting of ISO 9001:2015 has been established and implemented to continuously provide high-quality products. The QMS documents the Group’s best business practices, focuses on specific requirements and expectations of purchasers, complies with regulations and improves the overall performance of the Company. The QMS quality manual and policies and procedures are available for reference to all levels and are easily accessible via the Group’s internal employee portal. Information and Communication Technology The Group’s Information and Communication policies and procedures prescribe the requirements to maintain an adequate level of security of the IT system, information and hardware used to support the Group’s activities. The IT infrastructure is adequately protected against unauthorised access and security threats. Several dedicated layers of external and internal protections have been established, i.e. a firewall with advanced network protection, email protection from spam and malware, and multifactor authentication to strengthen users’ access. The policies and procedures are available for reference to all levels and are easily accessible via the Group’s internal employee portal. Human Resource Management The established Human Resource policies and procedures provide clear guidelines concerning recruitment, human resource development and performance appraisal to enhance employee competency levels and have been disseminated to all employees. The policies and procedures are reviewed periodically to ensure they remain relevant, and appropriate controls are in place to manage operational risks and compliance with regulatory requirements (where applicable). 214 ANNUAL REPORT 2024
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