ENRICHING LIVES EXPANDING HORIZONS - Maxis

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214 Corporate Governance STATEMENT ON CORPORATE GOVERNANCE Continued All matters and/or transactions that fall within the ambit of the Board pursuant to the Companies Act 1965, MMLR, the Company’s Articles of Association, the Terms of Reference of the respective Board Committees, the Group’s Manual of Limits of Authority (such as transactions with value in excess of RM30 million, Long Range Plan and Annual Operating Plan) or any other applicable rule are tabled to the Board for discussion and approval prior to the making of a commitment or implementation. 5. Appointments to the Board The Nomination Committee makes independent recommendations for appointments to the Board, and the Nomination Committee may consider the use of external consultants in the identification of Directors. In making these recommendations, the Nomination Committee assesses the suitability of candidates, taking into account the required mix of skills, knowledge, expertise and experience, professionalism, integrity, competencies and other qualities, before recommending their appointment to the Board for approval. The Board makes clear at the outset its expectations of its new Directors in terms of their time commitment. 6. 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 next following Annual General Meeting (AGM) subsequent to their appointment and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that AGM. The Articles also provide that onethird of the Directors are subject to retirement by rotation at every AGM but are eligible for re-election provided always that all Directors including the Managing Director and Executive Directors shall retire from office at least once in every three years. Pursuant to Section 129(2) of the Companies Act, 1965, the office of a director of or over the age of 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. Directors who are due for retirement by rotation and eligible for re-election pursuant to Article 114 of the Company’s Articles at the forthcoming AGM are Ghassan Hasbani, Dr Fahad Hussain S. Mushayt and Sandip Das. The profiles of the Directors who are due for re-election are set out on pages 26, 27 and 29 of this Annual Report. The Board has considered the assessment of the three Directors standing for re-election and collectively agree that they meet the criteria of character, experience, integrity, competence and time to effectively discharge their respective roles as Directors as prescribed by the MMLR. 7. Training and Development of Directors The Board will continue to evaluate and determine the training needs of its Directors on an ongoing basis, by determining areas that would best strengthen their contributions to the Board. Orientation and familiarisation programmes which include visits to the Group’s business operations and meetings with key management, where appropriate, are organised for newly appointed Directors to facilitate their understanding of the Group’s operations and businesses. Regular talks are scheduled on various topics for the Board and these sessions are held together with Senior Management in order to encourage open discussion and comments. Throughout the financial year under review, regular briefings/updates (some by external advisers) on various subjects including the following were held at Board and Pre-Board meetings. These form an integral part of the Directors’ development programme: • Market, economics and industry; • Regulatory and legal developments; • Technology; • Telecommunications trends; • Information on significant changes in business risks and procedures instituted to mitigate such risks; • Corporate matters or new acquisitions by the Group; • New developments in law, regulations and directors’ duties and obligations; • Customer related issues; • Talent Development; and • Corporate Responsibility.
MAXIS BERHAD ANNUAL REPORT 2011 215 The Directors have also participated in various internally organised programmes to enhance their understanding of specific industry or market issue and trends. Regular dinner talks such as talent and corporate responsibility and stakeholder dialogues have been part of the <strong>Maxis</strong> board agenda and this will continue into 2012 and beyond with greater intensity. Members of the Senior Management team have been invited to these sessions to foster positive board-management dynamics. Where necessary, the Directors have also participated in various external training programmes which they have collectively or individually considered as useful in discharging their responsibilities. The Company Secretary facilitates the organisation of internal training programmes and keeps Directors informed of relevant external training programmes. Details of all internal and external training programmes attended by Directors are maintained by the Company Secretary. Some external conferences/workshops and internally organised programmes (apart from Board and pre- Board briefings) in which members of the Board have participated during the year 2011 are listed in Annexure A of this Statement. All Directors have attended and completed the Mandatory Accreditation Programme prescribed by Bursa Securities. Dr Zeyad Thamer H. AlEtaibi, who was appointed as a Director on 10 February 2011 completed his Mandatory Accreditation Programme on 26 May 2011, which is within the prescribed period of four months from the date of his appointment. 8. Board Effectiveness Assessment The Nomination Committee facilitates and organises the yearly Board Effectiveness Assessment for assessment and evaluation of the Board of Directors and Board Committees. 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. During the year, the Board of Directors and Board Committees were assessed and the results were shared with the Board. In addition, the individual Directors conducted self-assessments, the results of which were also shared with the Board. The criteria on which the Board’s effectiveness is evaluated include inter alia Board’s and Board Committees’ composition, Board’s roles and responsibilities, performance which comprises strategy planning and performance, risk and human capital management, Board communications and conduct of the Board and Board Committees. The Board Committees were inter alia assessed based on their roles and scope, frequency and length of meetings, supply of sufficient and timely information and also overall effectiveness and efficiency of the Board Committees. The individual Directors each undertook self-assessment on the criteria for character, experience, integrity, competence and time in order to discharge their respective roles as Directors of <strong>Maxis</strong> Berhad. 9. Company Secretary The Company Secretary facilitates overall compliance with the MMLR and Companies Act, 1965 and other relevant laws and regulations. In performing this duty, the Company Secretary carries out, among others, the following tasks: • Attending Board meetings and ensuring that the Board meetings are properly convened and proceedings are properly recorded; • Ensuring timely communication of Board level decisions to Senior Management; • 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 or other regulatory requirements are met; • Facilitating the provision of information as may be requested by the Directors from time to time; and • Supporting the Board in ensuring adherence to Board policies and procedures. The Board may remove the Company Secretary. 10. Board Committees The Board delegates certain responsibilities to the respective Committees of the Board which operate within clearly defined terms of reference and limits on authority. These Committees have the authority to examine particular issues and report their proceedings and deliberations to the Board. On Board reserved matters, Committees shall deliberate and thereafter state their recommendations to the Board for its approval. During Board meetings, the Chairmen of the various Committees provide summary reports of the decisions and recommendations made at respective 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.
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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 11
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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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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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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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fold here STAMP Maxis Berhad (86757
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ENRICHING LIVES EXPANDING HORIZONS - Maxis

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