ENRICHING LIVES EXPANDING HORIZONS - Maxis

212
Corporate Governance
STATEMENT ON
CORPORATE
GOVERNANCE
Continued
The Board comprises members of high calibre and integrity with diverse professional backgrounds, skills and extensive
experience and knowledge in the areas of telecommunications, information and technology, entertainment, finance, business,
general management and strategy required for the successful direction of the Group.
With its diversity of skills, the Board has been able to provide clear and effective collective leadership to the Group and has
brought informed and independent judgment to the Group’s strategy and performance so as to ensure that the highest
standards of conduct and integrity are always at the core of the Group. None of the Non-Executive Directors participate in the
day-to-day management of the Group.
The presence of the Independent Non-Executive Directors is essential in providing unbiased and independent opinion, advice
and judgment to ensure that the interests, not only of the Group, but also of its shareholders, employees, customers, suppliers
and other communities in which the Group conducts its business are well represented and taken into account. The Independent
Non-Executive Directors thus play a key role in corporate accountability. The assessment of the independence of each of its
Independent Non-Executive Directors is undertaken twice a year according to a set criteria as prescribed by the MMLR.
As part of the Board’s yearly appraisal and self assessment, the Board is of the view that its size is adequate for the discharge of
its functions and responsibilities.
A brief description of the background of each Director is contained in the “Board of Directors Profiles” section as set out on
pages 24 to 29 of this Annual Report.
3. Division of roles and responsibilities between the Chairman and the Chief Executive Officer
The Board appreciates the distinct roles and responsibilities of the Chairman of the Board and the Chief Executive Officer
(CEO). This division ensures that there is a clear and proper balance of power and authority. As such, the role of the
Chairman and CEO is separate. In addition to the above, the Chairman was not previously a CEO of the Company.
The Chairman’s main responsibility is to ensure effective conduct of the Board and that all Directors, Executive and Non-
Executive, have unrestricted and timely access to all relevant information necessary for informed decision-making. The
Chairman encourages participation and deliberation by Board members to tap the wisdom of all the Board members and to
promote consensus building as much as possible.
The CEO has overall responsibilities over the Group’s operational and business units, organisational effectiveness and
implementation of Board policies, directives, strategies and decisions. In addition, the CEO also functions as the intermediary
between the Board and management.
Matters which are reserved for the Board’s approval and delegation of powers to the Board Committees, the CEO and
Management are expressly set out in an approved framework on limits of authority. Business affairs of the Group are
governed by the Group’s Manual on Limits of Authority. Any non-compliance issues are brought to the attention of
management, Audit Committee and/or the Board, for effective supervisory decision-making and proper governance.
As the Group is expanding and its business growing, the division of authority is constantly reviewed to maintain the best
levels of management efficiency and performance.
4. Board meetings and supply of information
The Board intends to meet at least four times a year, with additional meetings convened as and when the Board’s approval
and guidance is required. Upon consultation with the Chairman and the CEO, due notice shall be given of proposed dates
of meetings during the financial year and standard agenda and matters to be tabled to the Board. Additional meetings are
convened on an ad-hoc basis.