ENRICHING LIVES EXPANDING HORIZONS - Maxis

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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 <strong>Maxis</strong> Group; and (ii) the power to obtain independent professional advice and expertise necessary for the performance of its duties.
MAXIS BERHAD ANNUAL REPORT 2011 217 All members of the Committee has access to the advice and services of the Company Secretary. The Nomination Committee meets as and when necessary and can also make decisions by way of circular resolutions. The Nomination Committee held three meetings during the financial year ended 31 December 2011. All members attended the meetings. The activities undertaken by the Nomination Committee during the financial year ended 31 December 2011 were as follows: (i) Reviewed the overall composition of the Board Committees and terms of reference of the Remuneration Committee (ii) Discussed and reviewed the results of the Assessment of the Effectiveness of the Board and the Board Committee for the financial year ended 31 December 2010 (iii) Reviewed the methodology of the Assessment of the Effectiveness of the Board and Board Committee including individual directors for the financial year ended 31 December 2011 During the year, the Company did not engage any external party in respect of the annual review of the Board and/or individual Director or Board Committee. (c) Remuneration Committee The Remuneration Committee of the Board consists of the following Non-Executive Directors, the majority of whom are independent: • Dato’ Mokhzani bin Mahathir (Independent Non-Executive Director and Chairman of the Remuneration Committee); • Robert William Boyle (Independent Non-Executive Director); • Asgari bin Mohd Fuad Stephens (Independent Non-Executive Director); • Ghassan Hasbani (Non-Executive Director) (appointed with effect from 10 February 2011); • Eng Saud Majed A. AlDaweesh (Non-Executive Director) (resigned with effect from 10 February 2011); and • Augustus Ralph Marshall (Non-Executive Director). The Remuneration Committee has been entrusted with the following duties and/or responsibilities: (a) recommending to the Board the policy and framework for Directors’ remuneration as well as the remuneration and terms of service of Executive Directors and to ensure that the procedure for the establishment of the policy and framework is transparent; (b) evaluating and reviewing the performance, KPIs and reward for Executive Directors, CEO, Joint Chief Operating Officer(s) and Chief Financial Officer of the Company (the Joint Chief Operating Officer(s) and Chief Financial Officer, collectively referred as CXO) on a yearly basis and ensuring that the remuneration packages (including but not limited to bonuses, incentive payments, share options and other share awards) for Executive Directors, CEO and the CXO are competitive, performancebased and reflective of their contributions to the Company’s growth and profitability, in line with corporate objectives and strategy; (c) designing and implementing an evaluation procedure for Executive Directors and CEO of the Company; (d) ensuring performance targets are designed and established to achieve consistency with the interests of shareholders of the Company, with an appropriate balance between long and short term goals; (e) reviewing on a yearly basis the individual remuneration packages of the Executive Directors, and to make the appropriate recommendations to the Board; (f) making recommendations to the Board with respect to awards under incentive-compensation plans, employee share option schemes and other equity-based plans of the Company that apply to Directors, CEO and CXO; (g) reviewing the effectiveness of the Company’s performance measurement and reward process; (h) reviewing the design of all share incentive plans for approval by the Board and shareholders. For any such plans, to determine on a yearly basis whether awards will be made and if so, the overall amount of such awards, the individual awards to Executive Directors, CEO and CXO, and the performance targets to be used;
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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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Page 244 and 245: 242 Analysis of Shareholdings DISTR
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Page 248 and 249: 246 Analysis of Shareholdings INFOR
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266 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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fold here STAMP Maxis Berhad (86757
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ENRICHING LIVES EXPANDING HORIZONS - Maxis

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