annual - Maxis

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76 | Maxis BERHAD Annual Report 2009 • Market and industry; • Regulatory and legal developments; • Latest technology; • Information on significant changes in business risks and; procedures instituted to mitigate such risks; • Corporate matters or new acquisitions by the Group; and • New developments in law, regulations and directors’ duties and obligations. During the financial year under review, the Directors had participated in various programmes and forums which they have individually or collectively considered as relevant and useful in contributing to the effective discharge of their duties as Directors. Prior to the listing of Maxis Berhad on the Main Market of Bursa Securities, the Directors were briefed on the relevant corporate laws and the requirements of Main Market Listing Requirements (“MMLR”). The Company Secretary facilitates the organisation of internal training programmes and Directors’ attendances at programmes conducted by external parties and maintains details of all training programmes attended by the Directors. 8. Board Effectiveness Assessment The Company Secretary facilitates and organises the yearly Board Effectiveness Assessment for assessment and evaluation of the Board of Directors, Committees and individual Directors’ effectiveness. The objective is to improve the Board’s effectiveness, identify gaps, maximise strengths and address weaknesses of the Board. The Chairman of the Board oversees the overall evaluation process and responses are analysed by the Nomination Committee, before being constructively tabled and communicated to the Board. Self assessment and peer assessment methodologies are used and issues for assessment are presented in a customised questionnaire. 9. Company Secretary The Company Secretary takes charge of ensuring overall compliance with the Companies Act 1965, MMLR and other relevant laws and regulations. In performing this duty, the Company Secretary shall carry out, among others, the following tasks: • Ensuring that all appointments to the Board and Committees are properly made; • Maintaining records for the purposes of meeting statutory obligations; • Ensuring that obligations arising from the MMLR of Bursa Securities or other regulatory requirements are met; • Facilitating the provision of information as may be requested by the Directors from time to time. The Board may remove the Company Secretary. 10. Committees The Board delegates certain responsibilities to the respective Committees of the Board which operate within clearly defined terms of reference. These committees have the authority to examine particular issues and report to the Board with their proceedings and deliberations. On Board reserved matters, Committees shall deliberate and thereafter state their recommendations to the Board for its approval. During the Board meetings, the Chairmen of the various Committees provide summary reports of the decisions and recommendations made at committee meetings, and highlight to the Board any further deliberation that is required at Board level. These Committee reports and deliberations are incorporated into the minutes of the Board meetings. The Company has three (3) principal Board Committees. (a) Audit Committee The composition, terms of reference and a summary of the activities of the Audit Committee are set out separately in the Audit Committee Report as laid out on pages 66 to 69 of this Annual Report. (b) Nomination Committee The Nomination Committee has been entrusted with the responsibility of proposing and recommending new nominees to the Board and of assessing Directors on an on-going basis.
Maxis BERHAD Annual Report 2009 | 77 The functions of the Nomination Committee include: • formulating the nomination, selection and succession policies for members of the Board and Board Committees; • reviewing and recommending to the Board (i) the optimum size of the Board; (ii) the required mix of skills, knowledge, expertise, experience and other qualities, including core competencies of Non-Executive Directors; and (iii) appointments to and membership of other Board committees. In addition, the Nomination Committee has the function of assessing: • the transparency of procedures for proposing new nominees to the Board and committees of the Board; • the effectiveness of the Board as a whole and the contribution of each individual Director and Board Committee member; and • whether the investments of the minority shareholders are fairly reflected through Board representation. The Board established a Nomination Committee on 16 October 2009 consisting of the following Non-Executive Directors, the majority of whom are independent: • Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda (Independent Non-Executive Director and Chairman of the Nomination Committee); • Robert William Boyle (Independent Non-Executive Director); • Dato’ Mokhzani bin Mahathir (Independent Non- Executive Director); • Ghassan Hasbani (Non-Executive Director); • Chan Chee Beng (Non-Executive Director) During the period 16 October 2009 to 31 December 2009, the Nomination Committee did not meet as its functions were carried out by the Board as a whole. (d) Remuneration Committee The Remuneration Committee is entrusted with the following responsibilities: • Recommending to the Board the policy and framework for Directors’ remuneration as well as the remuneration and terms of service of the Executive Directors; • Evaluating the performance and reward of the Executive Directors, including ensuring performance targets are established to achieve consistency with the interests of shareholders of the Company, with an appropriate balance between long and short-term goals; • Designing and implementing an evaluation procedure for Executive Directors; • Reviewing on a yearly basis, the individual remuneration packages of Executive Directors and making appropriate recommendations to the Board. The Board established a Remuneration Committee on 16 October 2009 consisting of the following Non-Executive Directors, the majority of whom are independent: • Dato’ Mokhzani bin Mahathir (Independent Non- Executive Director and Chairman of the Remuneration Committee); • Robert William Boyle (Independent Non-Executive Director); • Asgari bin Mohd Fuad Stephens (Independent Non- Executive Director); • Eng. Saud Majed A. AlDaweesh (Non-Executive Director); and • Augustus Ralph Marshall (Non-Executive Director). During the period of 16 October 2009 to 31 December 2009, the Remuneration Committee did not meet as its functions were carried out by the Board as a whole. DIRECTORS’ REMUNERATION The objectives of the Group’s policy on Directors’ remuneration are to attract and retain Directors of the calibre needed to run the Group successfully. In Maxis, the component parts of remuneration for the Executive Directors are structured so as to link rewards to corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration reflects the experience, expertise and level of responsibilities undertaken by the particular Non-Executive Director concerned.
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annual - Maxis

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