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Statement on Corporate GovernanceAppointments to the Board and Re-election ofDirectorsBoard appointments are effected through the BoardNomination Committee (BNC), composed exclusively ofNEDs, the majority of whom are independent. BNC isresponsible for making recommendations to the Boardon all new Board and Board Committees appointments.The selection process of candidates for appointment tothe Axiata Board is guided by the Government-Linked-Company Transformation Manual-Enhancing BoardEffectiveness (Green Book) and the ToR of Axiata’s BNCsummarised as follows:-i) Clear selection criteria for candidate for appointmentto Board established and recommended by BNC forapproval by the Board. This recommendation shallbe based on an annual review of the Board’s requiredmix of skills and experience, taking into account thecurrent, and future needs of the company;ii)iii)iv)Potential candidates could be identified by the BNC,existing Directors, Chief Executive Officers, anyshareholder, other Senior Executives or externaladviser(s);BNC to assess the suitability of potential candidateagainst the established criteria. In making theirrecommendation for appointment to the Board, theBNC shall also consider the following:-• Professionalism of candidate;• Integrity of candidate;• In the case of candidates for the position ofINED, evaluate the candidates’ ability to dischargesuch responsibilities and functions as expectedfrom INED; and• In the case of the position of NED, the candidateshould be persons of calibre, credibility, and havethe necessary skills and experience to bring anindependent judgment to bear on the issues ofstrategy, performance and resources, includingkey appointments and standards of conduct.Finalised short-listed candidates and names putforward to the Board and eventually shareholders,for their approval.Axiata does not have a policy on term limit for its INEDs.All of Axiata’s INEDs were appointed in 2008 and theBoard is of the view that it is premature at this junctureto set a policy on term limits for INED. The Board alsobelieves that there are disadvantages to losing valuablecontribution from Directors who have developed, over aperiod of time, valuable insight of the Group and itsbusiness and their continued contribution may benecessary.The directorships held by Directors of Axiata in publiclisted companies and non-listed companies do not exceedthe provisions of the Main LR of 10 and 15 directorshipsrespectively.In accordance with the Articles of Association of Axiata,newly appointed Directors during the year must submitthemselves to the shareholders for election at the firstAnnual General Meeting (AGM) following their appointmentand 1/3 of Directors are subject to re-appointment byrotation at every AGM.Board MeetingsThe Board annual meeting calendar, providing scheduleddates for meeting of the Board (including pre-Board andBoard retreat session), Board Committees and AGM isprepared and circulated to all Directors during the firstquarter of each new financial year. For 2010, Axiata hadalso taken the step to identify Board meeting agendas,12 months in advance. This ‘board calendar’ is synchronisedwith some key events in the management planningcycle.Pre-Board is a casual or informal session with the Boardscheduled a day before the Board meeting. Managementuses this opportunity to brief the Board on industrytrends and technology updates, latest regulatory andstatutory requirements or issues and to discuss on humancapital matters or other relevant topics. It is also a forumfor the Board to have initial strategic discussions andbrainstorm for views and inputs.Axiata Group Berhad • 068