Download - Axiata Group Berhad - Investor Relations

Statement on Corporate GovernanceAxiata practices a planned and structured nomination ofits NEDs to sit as director in its major Opcos. This furtherenhances the role of the NEDs as they are able tocontribute also at subsidiary level. The visibility gainedon subsidiaries operations and their responsibilitiestowards these companies provide them with greaterinsight in any discussion or decision making at AxiataBoard level.Taking into account the interest of all shareholders andstakeholders, the Board has appointed Datuk AzzatKamaludin as the Senior INED. The appointment providesshareholders with a designated contact for consultationand direct communication on areas that cannot beaddressed by the Chairman and/or the President &GCEO.The Board is planning a holistic review of the Board’scomposition and balance in 2010, taking into account thevarious feedback and current and future needs of theGroup. The Board’s priority is to ensure diversity in termsof skill-sets, ethnicity and nationality which are necessaryfor a regional group like Axiata. Nevertheless, genderdiversity is also a factor that does not escape theBoard’s attention and will be considered along with themain criteria.A brief profile of each Director is outlined on pages 50to 55.Whilst the Chairman is responsible in ensuring the Board’seffectiveness and conduct, the President & GCEO hasoverall responsibility for the Group’s operational andbusiness units, organisational effectiveness andimplementation of policies, directives, strategies anddecisions as approved by the Board.In running the Board, the Chairman’s responsibilitiesinclude:-i) Providing leadership to the Board;ii)iii)iv)Ensuring proper flow of information to the Board,reviewing adequacy and timing of documentation insupport of Management’s proposals;Organising and presenting the agenda based oninput from Directors and ensuring that all relevantissues are on the agenda;Providing a reasonable time for discussion at themeeting and encouraging a healthy debate on issuesand bring to the Board objectivity and independencein the deliberations whilst maintaining control ofproceedings without dominating discussions;v) Ensuring the balance of membership, subject toBoard and shareholder approval; andvi)Securing good corporate governance and ensuringthat EDs look beyond their executive function andaccept their full share of responsibilities ongovernance.Division of Roles and Responsibilities between theChairman and the President & GCEOThere is a clear distinction of roles between the Chairmanand that of the President & GCEO where the division oftheir responsibilities is firmly established with each havingseparate and defined authority and responsibilities asdocumented in the Board’s ToR. This division of roles andresponsibilities ensures that there is a balance of powerand authority, avoiding any unfettered power of decisionmakingin one individual.Annual Report 2009 • 067