In FY2025, the Board had reviewed the Board Charter and Terms of Reference (“TOR”) of all the Board Committees to ensure the Board Charter and TOR are updated accordingly. The Board is mindful of the importance of building a sustainable business and therefore, takes into consideration its environmental, social and governance impact when developing the corporate strategy of the Group. The Company’s activities in corporate social responsibilities for the year under review are disclosed on pages 135 to 150 in this Annual Report. In discharging its duties, the Board is guided by its Board Charter which outlines the duties and responsibilities of the Board, Chairman, Senior Independent Director, Group Chief Executive Officer (“Group CEO”), Deputy Group Chief Executive Officer and Group Managing Director. The Board Charter which is available on the Company’s website at https://www.tropicanacorp.com.my/corporategovernance sets out processes and procedures for convening Board meetings. Matters specifically reserved for the Board and those delegated to Board Committees are clearly defined in the Board Charter. The Board Charter is reviewed as and when required to be aligned with the practices recommended in the MCCG and provisions in the MMLR of Bursa Securities as well as current practices. The Chairman leads the Board in establishing and monitoring good corporate governance practices and carries out a leadership role in the conduct of the Board and in his relations with shareholders and other stakeholders. The primary responsibilities of the Chairman are, amongst others, as follows: • to lead the Board and to ensure the effectiveness of all aspects of the Board’s role; • to ensure the efficient organisation and conduct of the Board’s functions and meetings; • to facilitate the effective contribution of all Directors at Board meetings; • to promote constructive and respectful relations among Directors, and between the Board and Management; and • to ensure effective communication with shareholders and relevant stakeholders. II. Board Composition Throughout FY2025, the Board composition complies with Paragraph 15.02 of the MMLR of Bursa Securities whereby at least two (2) Directors or one-third (1/3) of the Board, whichever is the higher, are made up of Independent Non-Executive Directors as well as at least one (1) woman Director. The Board composition also adopts Practice 5.2 of MCCG which stipulates that at least 50% of the Board comprises Independent Non-Executive Directors. The Board, as at the date of this Statement consists of ten (10) members, which are made up of one (1) Independent Non-ExecutiveChairman,four(4)IndependentNon-Executive Directors, two (2) of whom are woman directors, three (3) Non-Independent Non-Executive Directors and two (2) Executive Directors. Nomination and Remuneration Committee and the Board are still looking for a suitable to comply with 30% women participation. Age Versus Number of Director 70-79 60-69 50-59 40-49 30-39 0 1 2 3 4 5 Nationality/Ethnicity Malaysian Chinese Malaysian Malay Malaysian Eurasian 70% 20% 10% The Board comprises members from diverse backgrounds ranging from property development, investments, finance and accounting, banking, audit, risk management, business and general management, information technology, public administration, mechanical, police force as well as food 201
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