ENRICHING LIVES EXPANDING HORIZONS - Maxis

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222 Corporate Governance STATEMENT ON CORPORATE GOVERNANCE Continued The Code also provides guidelines for the manner in which all employees should conduct themselves at the work-place, while performing their daily duties for Maxis and as Maxis employees. Please also refer to section on the Ethical Business Pratices on pages 239 to 240 of this Annual Report. (V) ACCOUNTABILITY AND AUDIT 1. Financial reporting In presenting the annual financial statements and quarterly announcement of results to shareholders, the Directors will endeavour to present a clear, balanced and understandable assessment of the Group’s financial position, performance and prospects. This also applies to other price-sensitive public reports and reports to regulators. The assessment is provided in this Annual Report through the Directors’ Responsibility Statement as set out on page 235 of this Annual Report. 2. Related Party Transactions The Company has put in place review and approval processes and procedures for related party transactions (RPTs) to ensure that the transaction prices, terms and conditions of the agreement and the quality of the products/services are comparable with those prevailing in the market. The quality of the products/services must meet industry standards. The transaction should be entered into on normal commercial terms, and on terms that are consistent with the Group’s usual business practices and policies. This will ultimately ensure that the terms of the transactions are not favourable to the related party and are not detrimental to the minority shareholders of the Company. The RPT review and approval processes and procedures focus on three areas: (i) Create RPT Awareness – All Heads of business units, Finance, Legal and Internal Audit teams are made aware of all related parties to enable the Company to capture information on RPTs at source. Formal and informal briefings on the RPT requirements and relevant compliance requirements are conducted regularly for all business units. (ii) RPT approval process All RPTs (irrespective of their values) must be tabled to the Audit Committee (AC) for review and Board for approval. Any new RPT proposed for the AC’s recommendation and the Board’s approval will be reviewed by various internal parties including the Company Secretary, Finance and Internal Audit Department, all of which are tasked with monitoring and reviewing transactions before the Board paper is submitted to the AC and Board. Where transactions are on single source quotation and where benchmarking is not possible, justification by business units must be provided to ensure that the transactions are at arm’s length basis, not favourable to the related party and not detrimental to the minority shareholders. The non-interested Directors of the Board will consider the transaction as proposed in the Board paper and if it thinks appropriate, approve the RPT upon recommendation by the AC. In respect of the recurrent related party transactions (RRPTs) which are within the shareholders’ mandate (Mandate) obtained at the Company’s Extraordinary General Meeting, additional review and approval procedures are adopted. Any individual RRPTs exceeding RM30 million each in value will be reviewed and considered by the AC prior to recommendation to the Board for approval, before the transaction can be entered into.
MAXIS BERHAD ANNUAL REPORT 2011 223 (iii) Monitoring Compliance and Reporting The Company has a process for monthly reporting on the status of mandated RRPTs whereby the mandated RRPTs amount will be tracked on a monthly basis to ensure that the actual value of the mandated RRPTs entered into with parties within the same related party group does not exceed the aggregated estimated value of such mandated RRPTs. Disclosure on the RRPTs for which Shareholders’ mandate has been obtained together with the breakdown of the aggregate value of the RRPTs which had been conducted during the financial year ended 31 December 2011 is provided on pages 250 to 278 of this Annual Report. 3. Internal Control The Group’s Statement on Internal Control is set out on pages 230 to 234 of this Annual Report. 4. Relationship With Auditors The role of the Audit Committee in relation to both the internal and external auditors is described in the Audit Committee Report as set out on pages 204 to 210 of this Annual Report. ANNEXURE A COURSES/PROGRAMMES ATTENDED BY THE DIRECTORS FOR THE PERIOD FROM 1 JANUARY 2011 TO 31 DECEMBER 2011 NAME OF DIRECTOR COURSE/PROGRAMMES DATE Raja Tan Sri Dato’ Seri The Mandate of Talent Corporation Malaysia Berhad and partnership 21 February 2011 Arshad bin Raja Tun Uda with Maxis Uplifting Maxis’ Corporate Responsibility (CR) Practices – CR Framework 26 September 2011 and Strategy, covering an overview of Corporate Responsibility, Maxis’ CR Framework and Strategy, and BOD’s role in enabling CR within Maxis Booz and Co’s insights on the telco industry and the developments 30 November 2011 and trends that are shaping the sector Robert William Boyle The Mandate of Talent Corporation Malaysia Berhad and partnership 21 February 2011 with Maxis Deloitte Technical Update Seminar for Non-Ececutive Directors (NEDs) February 2011 PwC Public Sector NEDs Briefing March 2011 NHS Audit Committee Chairmen’s briefing April 2011 Association of Investment Companies Conference April 2011 Offshore Investment Company Forum May 2011 Foundation Trust Network Update Seminar June 2011 PwC Corporate Governance Workshop June 2011 PwC Corporate Reporting Workshop June 2011
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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 174 and 175: 172 Financial Statements NOTES TO T
Page 200 and 201: 198 Financial Statements STATEMENT
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Page 204 and 205: 202 SMALL SHOP, BIG DREAMS In busin
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Page 214 and 215: 212 Corporate Governance STATEMENT
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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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272 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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