ENRICHING LIVES EXPANDING HORIZONS - Maxis

More documents

Recommendations

Info

210 Corporate Governance AUDIT COMMITTEE REPORT Continued Financial Reporting. Review with or without the presence of appropriate officers of the Group and the external auditors, the annual and quarterly financial statements of the Group including the announcements pertaining thereto, prior to Board approval, focusing on, inter alia, quality; the accuracy and adequacy of the financial disclosures; changes in accounting policies and practices and implementation of such changes; significant and unusual events; going concern assumptions; compliance with applicable approved accounting standards; legal and regulatory requirements and other matters as defined by the Board. Related Party Transactions. Review any related party transactions, including the monitoring of recurrent related party transactions entered into by the Group to ensure they are undertaken on normal commercial terms, that the internal control procedures with regard to these transactions are sufficient and have been complied with and that there is compliance with any other relevant provisions of the MMLR and Practice Notes of Bursa Securities. Employee Share Option Scheme. Verify the allocation of share options to the Group’s eligible employees in accordance to the MMLR at the end of each financial year, if any. Internal Audit. Review with the Internal Audit department its plans, scope, authority, independence and adequacy of resources to carry out its function; the results of the internal audit work and the appropriate actions taken on its recommendations; any appraisal or assessment of the performance of the internal auditors; approve the appointment or termination of the Head of Internal Audit department; approve the terms of reference of the Internal Audit department; and inform itself of staff resignations of the Internal Audit department and provide the resigning staff an opportunity to submit his/her reason for resigning. External Audit. Review and report to the Board its recommendation on the proposed appointment, terms of engagement and proposed audit remuneration of the external auditor and any questions on resignation or dismissal of the external auditor; their audit plan and the nature, approach, scope and cost effectiveness of their annual audit and other examinations; the results of the external audit work including adjustments to the financial statements of the Group, if any; the accompanying management letters and responses; any factors related to the independence of the external auditors and the extent of assistance given by the Group and the Group’s employees. Reporting Responsibilities. Report its activities to the Board in such manner and at such times as it deems appropriate and report to Bursa Securities where the Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the MMLR. Other Responsibilities. Review matters in relation to compliance with legal, regulatory and statutory requirements, conflicts of interest and unethical conduct; review arrangements by which staff of the Group may, in confidence, raise concerns about possible improprieties in matters of financial reporting, financial control or other business or commercial related matters; review with the external auditors and Management the Group’s Statement on Internal Control; examine such other matters, as the Committee considers appropriate or as defined by the Board; review and re-assess its terms of reference and recommend changes to the Board for approval and conduct a self-assessment to monitor its overall effectiveness in meeting its responsibilities once a year and report the results thereof to the Board; and prepare the annual Committee report to the Board.
MAXIS BERHAD ANNUAL REPORT 2011 211 Corporate Governance STATEMENT ON CORPORATE GOVERNANCE The Board of Maxis (the Board) is committed to upholding the highest standards of corporate governance throughout the Group as expressed in the Principles of and Best Practices in Corporate Governance set out in the Malaysian Code of Corporate Governance (the Code). The Code has served as a fundamental guide to the Board in discharging its principal duty to act in the best interests of the Company as well as in managing the businesses and affairs of the Group efficiently. Given the Group’s mission to be a premier integrated communications service provider, the Board acknowledges the corporate governance tenets of transparency, accountability, integrity and corporate performance as the prerequisites of a responsible corporate citizen. The Board is pleased to share the manner in which the Principles of the Code have been applied within the Group in respect of the financial year ended 31 December 2011 and the extent to which the Company has complied with the Best Practices of the Code during the financial year ended 31 December 2011. The Board who had approved this Statement on 10 April 2012 believes that the Principles and the Best Practices set out in the Code have, in all material respects, been adhered to. (I) BOARD OF DIRECTORS 1. Principal responsibilities of the Board The Board adopted the following six specific responsibilities for effective discharge of its functions: • Reviewing, adopting and monitoring the implementation of a strategic business plan for the Group; • Overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed. This includes ensuring that there are measures in place against which Management’s performance can be assessed; • Identifying principal risks and ensuring the implementation of appropriate systems to manage these risks; • Succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing key management; • Developing and implementing an investor relations programme or shareholder communications policy for the Group; and • Reviewing the adequacy and integrity of the Group’s systems of internal control and of management information, including ensuring that sound reporting framework and systems for compliance with applicable laws, regulations, rules, directives and guidelines are in place. Within the powers accorded by the Company’s Articles of Association (the Articles), the Board is charged with, among others, the development of corporate objectives and the review and approval of corporate plans, annual budgets, acquisitions and disposals of undertakings and properties of substantial value, major investments and financial decisions and changes to the management and control structure within the Group including key risk management, treasury, financial and operational policies and delegated authority limits. It is also the duty of the Board to ensure that the Group’s strategies promote sustainability, with attention given to environmental, social and governance (ESG) aspects of the Group’s business. To this end, the Board approved Maxis’ CR framework which clearly outlines Maxis’ CR mission, strategic pillars, philosophies and governance structure in November 2011 for adoption. The CR framework provides a clear guiding principle in implementing CR programs that are consistent with the Company’s strategic goals and facilitates a structured approach in delivering the Company’s efforts across the profit, people and planet dimensions. Maxis’ CR framework was disclosed in Maxis’ inaugural Sustainability Report 2010/2011. The report covers a period of 18 months from January 2010 to June 2011 and follows the Global Reporting Initiative (GRI) framework, an internationally recognized standard for sustainability reporting. Maxis’ Sustainability Report 2010/2011 is available on our website. 2. Board Balance and Independence There are 10 members of the Board, comprising an Executive Director (who is also the Chief Executive Officer) and nine Non-Executive Directors (including the Chairman). Four of the Non-Executive Directors are independent and hence fulfill the prescribed requirements for one-third of the membership of the Board to be Independent Board Members.
Page 1 and 2:
ENRICHING LIVES EXPANDING HORIZONS
Page 3 and 4:
CONTENTS Introduction 2 Our Company
Page 5 and 6:
MAXIS BERHAD ANNUAL REPORT 2011 3 I
Page 7 and 8:
MAXIS BERHAD ANNUAL REPORT 2011 5 C
Page 9 and 10:
MAXIS BERHAD ANNUAL REPORT 2011 7 I
Page 11 and 12:
MAXIS BERHAD ANNUAL REPORT 2011 9 2
Page 13 and 14:
MAXIS BERHAD ANNUAL REPORT 2011 11
Page 15 and 16:
Page 17 and 18:
Page 19 and 20:
Page 21 and 22:
Page 23 and 24:
Page 25 and 26:
Page 27 and 28:
Page 29 and 30:
Page 31 and 32:
Page 33 and 34:
Page 35 and 36:
Page 37 and 38:
Page 39 and 40:
Page 41 and 42:
Page 43 and 44:
Page 45 and 46:
Page 47 and 48:
Page 49 and 50:
Page 51 and 52:
Page 53 and 54:
Page 55 and 56:
Page 57 and 58:
Page 59 and 60:
Page 61 and 62:
Page 63 and 64:
Page 65 and 66:
Page 67 and 68:
Page 69 and 70:
Page 71 and 72:
Page 73 and 74:
Page 75 and 76:
Page 77 and 78:
Page 79 and 80:
Maxis Berhad Annual Report 2011 77
Page 81 and 82:
Page 83 and 84:
Page 85 and 86:
Page 87 and 88:
Page 89 and 90:
• ALIGNED TO CORPORATE STRATEGY A
Page 91 and 92:
Page 93 and 94:
Page 95 and 96:
Page 97 and 98:
Page 99:
Page 102 and 103:
100 Financial Statements DIRECTORS
Page 104 and 105:
Page 106 and 107:
Page 108 and 109:
106 Financial Statements INCOME STA
Page 110 and 111:
108 Financial Statements STATEMENTS
Page 112 and 113:
Page 114 and 115:
Page 116 and 117:
Page 118 and 119:
116 Financial Statements NOTES TO T
Page 120 and 121:
Page 122 and 123:
Page 124 and 125:
Page 126 and 127:
Page 128 and 129:
Page 130 and 131:
Page 132 and 133:
Page 134 and 135:
Page 136 and 137:
Page 138 and 139:
Page 140 and 141:
Page 142 and 143:
Page 144 and 145:
Page 146 and 147:
Page 148 and 149:
Page 150 and 151:
Page 152 and 153:
Page 154 and 155:
Page 156 and 157:
Page 158 and 159:
Page 160 and 161:
Page 162 and 163: 160 Financial Statements NOTES TO T
Page 200 and 201: 198 Financial Statements STATEMENT
Page 202 and 203: 200 Financial Statements INDEPENDEN
Page 204 and 205: 202 SMALL SHOP, BIG DREAMS In busin
Page 206 and 207: 204 Corporate Governance AUDIT COMM
Page 214 and 215: 212 Corporate Governance STATEMENT
Page 230 and 231: 228 OUT OF TOWN NEVER OUT OF TOUCH
Page 232 and 233: 230 Corporate Governance INTERNAL C
Page 238 and 239: 236 Corporate Governance RISK MANAG
Page 240 and 241: 238 Corporate Governance RISK MANAG
Page 242 and 243: 240 Corporate Governance ETHICAL BU
Page 244 and 245: 242 Analysis of Shareholdings DISTR
Page 246 and 247: 244 Analysis of Shareholdings 30 LA
Page 248 and 249: 246 Analysis of Shareholdings INFOR
Page 250 and 251: 248 Other Information LIST OF PROPE
Page 252 and 253: 250 Other Information DISCLOSURE OF
Page 262 and 263:
260 Other Information DISCLOSURE OF
Page 264 and 265:
Page 266 and 267:
Page 268 and 269:
Page 270 and 271:
Page 272 and 273:
Page 274 and 275:
Page 276 and 277:
Page 278 and 279:
Page 280 and 281:
Page 282 and 283:
280 Other Information MATERIAL CONT
Page 284 and 285:
Page 286 and 287:
Page 288 and 289:
286 Other Information GLOSSARY 2G S
Page 290 and 291:
288 Other Information GLOSSARY Cont
Page 292 and 293:
290 MAXIS EXCLUSIVE PARTNERS CENTRA
Page 294 and 295:
292 Other Information MAXIS EXCLUSI
Page 296 and 297:
Page 298 and 299:
Page 300 and 301:
Page 302 and 303:
Page 304 and 305:
302 Annual General Meeting NOTICE O
Page 306 and 307:
NOTES
Page 308 and 309:
fold here STAMP Maxis Berhad (86757
Page 310:
fold here STAMP Maxis Berhad (86757
show all

ENRICHING LIVES EXPANDING HORIZONS - Maxis

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?