annual - Maxis

Maxis BERHAD Annual Report 2009 | 75
The Board is supplied with and assured of full and timely access to
all relevant information to discharge its duties effectively. A set of
Board papers (together with a detailed agenda in the case of a
meeting) is furnished to the Board members in advance of each
Board meeting or Directors’ Circular Resolution for consideration,
guidance and where required, for decision. The Board papers
include, among others, the following documents or information:
• Reports of meetings of all committees of the Board including
matters requiring the full Board’s deliberation and approval;
• Performance reports of the Group, which include
information on financial, industry and strategic business
issues and updates;
• Major operational, financial, technical, legal and
regulatory issues;
• Technological developments and updates;
• Customer satisfaction reports;
• Reports on risk management;
• Reports on human capital; and
• Board papers on other matters of discussion/approval.
Additionally, the Board is also furnished with ad-hoc reports to
ensure that they are appraised on key business, financial,
operational, corporate, legal, regulatory and industry matters, as
and when the need arises.
The Directors also have direct access to the advice and services of
the General Counsel, Head of Internal Audit and Company
Secretary. The Board is constantly advised and updated on
statutory and regulatory requirements pertaining to their duties
and responsibilities. The Board may at the Group’s expense seek
external and independent professional advice and assistance
from experts in furtherance of their duties.
5. Appointments to the Board
The Nomination Committee assesses the suitability of proposed
new Directors and upon reaching consensus recommends
candidates to the Board for appointment. During the financial
year under review, the functions of the Nomination Committee,
including the appointment of the Directors, were carried out by
the Board as a whole.
6. Retirement and Re-election of Directors
In accordance with the Company’s Articles, all Directors who are
appointed by the Board may only hold office until the first Annual
General Meeting (“AGM”) subsequent to their appointment and
shall then be eligible for re-election.
The Articles also provide that all Directors (including a Managing
Director and Executive Directors) shall retire from office once at
least in each three (3) years and one-third of the Directors are
subject to retirement by rotation at every AGM but are eligible
for re-election.
Pursuant to Section 129(2) of the Companies Act, 1965, the
office of a director of or over the age of seventy (70) years
becomes vacant at every AGM unless he is reappointed by a
resolution passed at such an AGM of which no shorter notice
than that required for the AGM has been given and the majority
by which such resolution is passed is not less than three fourths
of all members present and voting at such AGM.
7. Directors’ Training
The Board is constantly encouraged to attend programmes and
seminars to keep abreast with the latest developments in the
industry and market place.
All members of the Board have attended the Mandatory
Accreditation Programme prescribed by Bursa Securities.
New appointees to the Board are subject to an orientation and
familiarisation programme which includes visits to the Group’s
business operations and meetings with key management, where
appropriate, to facilitate their understanding of the Group’s
operations and businesses.
Directors evaluate their training needs on a continuous basis, by
determining areas that would best strengthen and keep relevant
their contributions to the Board. Regular briefings/updates (some
by external advisers) on various subjects including the following
are held at Board meetings :