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

Re-electionThe Company’s Articles of Association require that one-third of the Directors, excluding theExecutive Director, retire and submit themselves for re-election at every Annual GeneralMeeting (AGM). The Directors who retire are those who have been longest in office sincetheir appointment/reappointment. In addition, a newly appointed Director is requiredto submit himself for retirement and re-election at the AGM immediately following hisappointment.The re-election of Directors ensures that shareholders have a regular opportunity tore-assess the composition of the Board. The names of the Directors submitted forre-election are provided to the shareholders to enable them to make an informed decisionon their election.The Director retiring by rotation and eligible for re-election this year is named in the Noticeof the AGM on page 124.RemunerationThe Company endeavours to attract, retain and motivate Directors of the quality requiredto run the Group successfully. The remuneration policy for Directors is proposed, evaluatedand reviewed by the NRC, in keeping with the criteria of moderation. The Companyfurnishes information each year regarding the remuneration paid to the Board of Directorsin the Annual Report.Further, the performance-related elements of remuneration have been designed to align theinterests of the Executive Director with those of shareholders and link rewards to corporateand individual performance. The remuneration of the Executive Director, in his capacity ofan employee, comprises a salary, bonuses and other customary benefits as appropriate.Salary reviews take into account market rates and the performance of the individual andthe Company.The remuneration of Non-Executive Directors comprises a monthly stipend and allowancespaid in accordance with the number of meetings attended during the year 2010.A total of Rs. 14.77 Mn. was paid to the Directors as emoluments for the financial year 2010.Corporate GovernanceDialog Axiata PLC| Annual Report 201041