ENRICHING LIVES EXPANDING HORIZONS - Maxis

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218 Corporate Governance STATEMENT ON CORPORATE GOVERNANCE Continued (i) determining the policy for, and scope of, pension arrangements for each Executive Director, CEO and CXO; (j) overseeing the overall bonus structure of the Company and setting broad targets; (k) reviewing the overall organisational design and structure of the Company. In general, the Committee shall not have delegated powers from the Board to implement its recommendations but shall be obliged to report its recommendations 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; (ii) the power to obtain independent professional advice and expertise necessary for the performance of its duties. All members of the Committee have access to the advice and services of the Company Secretary. The Remuneration Committee meets as and when necessary and can also make decisions by way of circular resolutions. During the financial year ended 31 December 2011 the Remuneration Committee met twice in 2011 and all members of the Committee attended the Meetings. During the year, the Remuneration Committee reviewed its Terms of Reference, affirmed the schedule of fees payable to Non-Executive Directors and also reviewed the KPIs and bonus recommendation and remuneration of the CEO. (d) Employee Share Option Scheme (ESOS) Committee The ESOS Committee was established on 20 April 2011 with delegated authority to administer the ESOS and to decide on all relevant matters incidental thereto in accordance with the ESOS Bye-Laws including, but not limited to, the power to determine the criteria for eligible employees, the entitlement for eligible employees and the granting of option to such eligible employee. Allocations to Directors shall also be reviewed and recommended by the Remuneration Committee and then approved by the Board as a whole with the relevant individual Director abstaining in respect of his individual allocation and subject to the approval of the shareholders of the Company at a general meeting. The ESOS Committee consists of the following Directors: • Dato’ Mokhzani bin Mahathir (Independent Non-Executive Director and Chairman of the ESOS Committee) • Asgari bin Mohd Fuad Stephens (Independent Non-Executive Director) • Sandip Das (Executive Director) In undertaking its responsibilities, the ESOS Committee will give due reference to; (i) the overall financial performance of the Company relative to the business plan agreed by the Board; (ii) the competitiveness of the total compensation package for each grade of employee; (iii) the individual contribution and strategic importance of current and potential key senior employees; (iv) changes in the regulatory framework governing share options grants to employees; and (v) the ESOS Bye-Laws of the Company as approved by the shareholders. The ESOS Committee meets as and when necessary and can also make decisions by way of circular resolutions. The Committee met twice during the financial year ended 31 December 2011 and all the members attended the meetings. In addition, the Committee also met a number of times informally during the financial year ended 31 December 2011. The Committee reviewed and discussed the terms and criteria for the ESOS allocation for eligible employees.
MAXIS BERHAD ANNUAL REPORT 2011 219 (II) REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT The objectives of the Group’s policy on Directors’ remuneration are to attract and retain Directors of the calibre needed to run the Group successfully. In <strong>Maxis</strong>, the component parts of remuneration for the Executive Directors are structured so as to link rewards to corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration reflects the experience, expertise and level of responsibilities undertaken by the particular Non-Executive Director concerned. During the year under review, the Company hired Hay Group to review the remuneration packages of the CEO and CXO. 1. Remuneration procedures The Remuneration Committee recommends to the Board, the policy and framework of the Directors’ remuneration and the remuneration package for the Executive Directors. In recommending the Group’s remuneration policy, the Remuneration Committee may receive advice from external consultants. It is nevertheless the ultimate responsibility of the Board to approve the remuneration of these Directors. The Remuneration Committee also reviews the KPIs and bonus recommendation of the CEO and CXO. In determining the bonus, the Remuneration Committee reviews the performance based on their scorecards which specifies the achievements and results of KPIs for Corporate Goal (financial and business KPIs), Individual Prorities (operational KPIs) and Employee Development. Unless otherwise determined by an ordinary resolution of the Company in a general meeting, the total fees of all Directors in any year shall be a fixed sum not exceeding in aggregate RM6,000,000.00 and divisible among the Directors as they may agree, or failing agreement, equally. The determination of the remuneration packages of Non-Executive Directors (whether in addition to or in lieu of their fees as Directors), is a matter for the Board as a whole. Individual Directors do not participate in decisions regarding their own remuneration package. 2. Directors’ Remuneration Package The remuneration package of the Directors is as follows: (a) Basic salary The basic salary of the Executive Director is fixed for the duration of his contract. Any revision to the basic salary will be reviewed and recommended by the Remuneration Committee, taking into account the individual performance, the inflation price index, and information from independent sources on the rates of salary for similar positions in other comparable companies. (b) Fees In accordance with the Company’s Articles, the total fees of all the Directors in any year shall be a fixed sum not exceeding in aggregate RM6,000,000.00 unless otherwise determined by an ordinary resolution of the Company in general meeting. (c) Bonus scheme The Group operates a bonus scheme for all employees, including the Executive Directors. The criteria for the scheme is dependent on the level of profits achieved from certain aspects of the Group’s business activities as measured against targets, together with an assessment of each individual’s performance during the period. Bonuses payable to the Executive Directors are reviewed by the Remuneration Committee and approved by the Board. (d) Benefits-in-kind Other customary benefits (such as private medical cover, car, etc) are made available to Directors as appropriate. (e) Service contract The notice period for the termination of an Executive Director’s service contract is six months on either side. The aggregate emoluments received by the Directors of the Company during the financial year ended 31 December 2011 and the total Directors’ remuneration analysed in the band of RM50,000 are disclosed in the financial statements, as set out on pages 143 to 144 of this Annual Report.
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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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268 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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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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