ENRICHING LIVES EXPANDING HORIZONS - Maxis

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 Maxis 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 Maxis 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.