Retention of Independent Non-Executive Director The Board Charter indicates the restriction for the tenure of an Independent Non-Executive Director to a cumulative term of nine (9) years. An Independent Non-Executive Director may continue to serve on the Board as a non-independent director. If the Board intends to retain an independent director beyond nine (9) years, it should justify and seek the shareholders’ approval. If the Board intends to retain an independent director after the twelfth year, the Board should seek approval annually at the general meeting through a two-tier voting process in accordance to Practice 5.3 of the MCCG. In justifying the decision, the Nomination and Remuneration Committee is entrusted to assess the Director’s suitability to continue as an Independent Non-Executive Director based on the criteria of independence. Currently, none of the Independent Non-Executive Directors of Tropicana has served more than nine (9) years. Activities of the Nomination and Remuneration Committee during FY2025 On nomination and remuneration related functions, the said Committee had met three (3) times during FY2025 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 extract of the Nomination and Remuneration Committee report in the Corporate Governance Overview Statement for inclusion in the Annual Report 2024. (c) the re-election of Directors in accordance with Clauses 112 and 113 of the Company’s Constitution at the Forty-Sixth Annual General Meeting (“46th AGM”) of the Company held on 25 June 2025. 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. (d) 2025 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 2025. 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 FY2025 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 NonExecutive Chairman 5/5 Tan Sri Dato’ Tan Chee Sing Group Executive Vice Chairman 5/5 Mr Din Tan Yong Chia (Redesignated w.e.f 2 October 2025) Deputy Group Chief Executive Officer 5/5 Mr Dion Tan Yong Chien Group NonIndependent NonExecutive Director 5/5 Mr Jared Ang Tzer Shen Group NonIndependent NonExecutive Director 5/5 Datuk Mark Victor Rozario (Redesignated w.e.f 1 June 2025) Non- Independent Non-Executive Director 5/5 207
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