ENRICHING LIVES EXPANDING HORIZONS - Maxis

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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.
MAXIS BERHAD ANNUAL REPORT 2011 213 Corporate Governance Seven Board meetings were held during the financial year ended 31 December 2011 and details of the attendance of each Director are as follows: NUMBER OF MEETINGS DIRECTOR DESIGNATION ATTENDED DURING THE YEAR PERCENTAGE Raja Tan Sri Dato’ Seri Arshad Chairman, Independent 6 out of 7 85.7% bin Raja Tun Uda Non-Executive Director Robert William Boyle Independent Non-Executive Director 7 out of 7 100% Dato’ Mokhzani bin Mahathir Independent Non-Executive Director 7 out of 7 100% Asgari bin Mohd Fuad Stephens Independent Non-Executive Director 7 out of 7 100% Eng Saud Majed A. AlDaweesh Non-Executive Director * - (resigned on 10 February 2011) Dr Zeyad Thamer H. AlEtaibi Non-Executive Director 7 out of 7 100% Dr Fahad Hussain S. Mushayt Non-Executive Director 6 out of 7 85.7% Ghassan Hasbani Non-Executive Director 6 out of 7 85.7% Augustus Ralph Marshall Non-Executive Director 7 out of 7 100% Chan Chee Beng Non-Executive Director 7 out of 7 100% Sandip Das Executive Director/ 7 out of 7 100% Chief Executive Officer * Eng Saud did not attend any meeting during the financial year ended 31 December 2011 as he resigned prior to the first Board meeting held in 2011. The Board has unrestricted and immediate access to Senior Management and all information on the affairs of the Group. At the request of the Board, the Management is obliged to supply all relevant information relating to the business and operations of the Group and governance matters, including customer satisfaction and survey quality, market share and market reaction in a timely manner for the Board 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; • Reports on risk management; • Reports on human capital, organisational and talent management; and • Board papers on other matters of discussion/approval. Additionally, the Board is furnished with ad-hoc reports to ensure that it is apprised of key business, financial, operational, corporate, legal, regulatory and industry matters, as and when the need arises. The Senior Management are also invited to join in Board meetings to provide explanation or engage in dialogue with Board members as they may require. All deliberations, discussions and decisions of the Board are minuted and recorded accordingly. The Directors also have direct access to the advice and services of the General Counsel, Head of Internal Audit and Company Secretary in addition to other members of Senior Management. Each of the individual Directors is constantly advised and updated on statutory and regulatory requirements pertaining to their duties and responsibilities. Members of the Board may collectively or individually seek external and independent professional advice and assistance from experts in furtherance of their duties at the Group’s expense.
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ENRICHING LIVES EXPANDING HORIZONS
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CONTENTS Introduction 2 Our Company
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MAXIS BERHAD ANNUAL REPORT 2011 3 I
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MAXIS BERHAD ANNUAL REPORT 2011 5 C
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MAXIS BERHAD ANNUAL REPORT 2011 7 I
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MAXIS BERHAD ANNUAL REPORT 2011 9 2
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Maxis Berhad Annual Report 2011 77
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• ALIGNED TO CORPORATE STRATEGY A
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100 Financial Statements DIRECTORS
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106 Financial Statements INCOME STA
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108 Financial Statements STATEMENTS
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116 Financial Statements NOTES TO T
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Page 244 and 245: 242 Analysis of Shareholdings DISTR
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262 Other Information DISCLOSURE OF
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280 Other Information MATERIAL CONT
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286 Other Information GLOSSARY 2G S
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288 Other Information GLOSSARY Cont
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290 MAXIS EXCLUSIVE PARTNERS CENTRA
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292 Other Information MAXIS EXCLUSI
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302 Annual General Meeting NOTICE O
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NOTES
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fold here STAMP Maxis Berhad (86757
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ENRICHING LIVES EXPANDING HORIZONS - Maxis

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