Dialog Axiata PLC | Annual Report 2010 D ia lo g A x ia ta P L C | A ...

Board Composition and IndependenceThe Board comprises 07 Directors, of which 06 are Non-Executive Directors and 01 is anExecutive Director, who is also the Group Chief Executive. During the year, 02 Directors,namely, Dato’ Yusof Annuar Yaacob and Mr. Roni Lihawa Abdul Wahab, who were nomineesof Axiata Group Berhad, resigned from the Board. Dato’ Sri Jamaludin Ibrahim wasappointed to the Board in March 2011. The Board considers that the present compositionand expertise is sufficient to meet the needs of the Group.The Non-Executive Directors provide considerable depth of knowledge collectively gainedfrom experiences, whilst serving in a variety of public and private companies. Based on thedeclarations made annually by each of the Non-Executive Directors in accordance with therequirements set out in the Listing Rules of the Colombo Stock Exchange, 03 out of the 06Non-Executive Directors, namely, Mr. Moksevi Prelis, Mr. Mohamed Muhsin and Mr. JayanthaDhanapala are considered independent. They are independent of management and freefrom any business or other relationship, which could materially interfere with the exercise oftheir judgment.The Board considers the other 03 Non-Executive Directors, namely Datuk Azzat Kamaludin,Mr. Azwan Khan Osman Khan and Dato’ Sri Jamaludin Ibrahim as non-independent, as theyare nominees of Axiata Group Berhad, the ultimate Parent Company.Profiles of each Director are found on pages 14 to 17 of this Report.Division of ResponsibilitiesThe roles of the Chairman and the Group Chief Executive Officer are separate with aclear distinction of responsibilities between them, which ensures the balance of powerand authority between the running of the Board, and the executive responsibility for therunning of the Group’s businesses.The Chairman, Datuk Azzat Kamaludin, is a Non-Executive Director and is responsible forproviding leadership to the Board, for the efficient organisation and conduct of the Board’sfunction, and in ensuring the integrity and effectiveness of the relationship between theNon-Executive and Executive Director(s).The Group Chief Executive Officer, Dr. Hans Wijayasuriya, who is also an Executive Director,is responsible for the implementation of broad policies and strategies approved by theBoard, and is responsible for developing and recommending to the Board the businessplans and budgets that support the Group’s long-term strategy and vision that lead to thecreation of shareholder value.Corporate GovernanceDialog Axiata PLC| Annual Report 201037