Download - Axiata Group Berhad - Investor Relations

THE BOARD OF DIRECTORSRole and Responsibilities of theBoardThe Board is collectively accountableto the shareholders, to oversee theoverall management and performanceof the business affairs of the Groupin order to achieve its objectives. Itprovides stewardship to the Group’sstrategic direction and operations inorder to maximise shareholder value.By pursuing its objective of creatingshareholder’s value, the Board takesinto account the interests of allstakeholders in its decision making.The Board is guided by itsdocumented Terms of Reference(ToR) which sets out the Board’sduties and responsibilities includingspecific duties of the Chairman, Non-Executive Directors (NED) andExecutive Directors (ED). In addition,Axiata’s Limits of Authority (LOA)document clearly sets out thematters reserved for Board’sconsideration and decision making,the authority delegated to thePresident & GCEO, including thelimits to which the President & GCEOcan execute the authority andprovides guidance on the division ofresponsibilities between the Boardand Management.The Board‘s responsibilities includeproviding strategic drive for theCompany, overseeing the conduct oft h e C o m p a n y ’ s b u s i n e s s a n devaluating whether the business isbeing properly managed based on ap r e d e t e r m i n e d p e r f o r m a n c emeasurement targets, identifyingprincipal risks and ensuring theimplementation of appropriatesystems to manage these risks,reviewing the adequacy and theintegrity of the Company’s internalcontrol systems and managementinformation systems, ensuring thedevelopment and implementation ofan investor relations programme orshareholder communication policyand ensuring succession planning.These responsibilities are carried outdirectly by the Board and throughBoard Committees.Amongst the matters specificallyreserved by the Board for itsdecision:-i) Appointment to Axiata Boardand Board Committees;ii)iii)iv)Appointment of Axiata NomineeDirectors to the Board of majorsubsidiaries;Appointment/termination orresignation of President & GCEOand other key positions;Group Business Plan and changesthereon, creation of newb u s i n e s s o r a c t i v i t i e s o rtermination of existing businessor activities which specificallychange the nature of theGroup;v) M e r g e r s , a c q u i s i t i o n s a n ddivestures (including strategicbusiness alliances, acquisitionsor disposal of investments andequity interests);vi)Quarterly and annually unauditedand audited accounts or anyaudited accounts for specialpurposes;vii) Group Policies, LOA and anyrevisions or amendmentsthereto; andviii) Recommendation on mattersthat are specifically reserved forthe approval of Axiata’ss h a r e h o l d e r s i n g e n e r a lmeetings.Annual Report 2009 • 065