ENRICHING LIVES EXPANDING HORIZONS - Maxis

216
Corporate Governance
STATEMENT ON
CORPORATE
GOVERNANCE
Continued
The Company has four principal Board Committees:
(a) Audit Committee
The composition, terms of reference and a summary of the activities of the Audit Committee are set out separately in the
Audit Committee Report as laid out on pages 204 to 210 of this Annual Report.
(b) Nomination Committee
The Nomination Committee of the Board consists of the following Non-Executive Directors, the majority of whom are
independent:
• Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda (Independent Non-Executive Director and Chairman of the Nomination
Committee);
• Robert William Boyle (Independent Non-Executive Director);
• Dato’ Mokhzani bin Mahathir (Independent Non-Executive Director);
• Ghassan Hasbani (Non-Executive Director); and
• Chan Chee Beng (Non-Executive Director).
The Nomination Committee has been entrusted with the following duties and/or responsibilities:
(a) formulating the nomination, selection and succession policies for the members of the Board and Board Committees;
(b) making recommendations on the optimum size of the Board taking into consideration the desired skills and
competencies required, and the candidates for directorships to be filled by the shareholders or the Board as well as
formalising a transparent procedure for proposing new nominees to the Board and Board Committees;
(c) reviewing the candidates’ mix of skills, knowledge, expertise, experience, professionalism, integrity and, in the case
of candidates for the position of Independent Non-Executive Directors, the candidates’ ability to discharge such
responsibilities/functions as are expected;
(d) in making its recommendations, to consider candidates for directorships proposed by the Chief Executive Officer and,
within the bounds of practicability, by any other senior executive or any Director or shareholder;
(e) recommending to the Board appointments to fill casual vacancies;
(f) assisting the Board in reviewing on an annual basis the required mix of skills and experience and other qualities
including core competencies which Non-Executive Directors should bring to the Board;
(g) assessing the effectiveness of the Board as a whole and the contribution of each individual Director and Board
Committee member;
(h) assisting the Board in nominating the membership of other Board Committee members;
(i) assisting the Board to develop a criteria, formulate and implement an evaluation procedure to be carried out by the
Committee annually for assessing the effectiveness of the Board, Board Committees and individual Directors;
(j) determining the core competencies and skills required of Board members to best serve the business and operations of
the Group as a whole;
(k) reviewing the participation of the Non-Executive Directors, Board balance and to determine if additional Board
(l)
members are required and ensure that at least one-third of the Board is independent;
documenting all assessments and evaluations carried out by the Committee in the discharge of all its functions and
thereafter, reporting to the Board;
(m) ensuring, where the Company has a significant shareholder, that the investment of the minority shareholders are fairly
reflected through Board representation.
In discharging its duties, the Committee is at all times mindful of the provisions of the Malaysian Code on Corporate
Governance and all applicable laws, regulations and guidelines.
In general, the Committee shall not have delegated powers from the Board to implement its recommendations but should
be obliged to report its recommendations back to the full Board for consideration and implementation.
In carrying out its duties and responsibilities, the Committee has:
(i) full, free and unrestricted access to any information, records, properties and personnel of the Maxis Group; and
(ii) the power to obtain independent professional advice and expertise necessary for the performance of its duties.