Download - Axiata Group Berhad - Investor Relations

Board CommitteesFour standing Board Committees which operate withinToRs approved by the Board assist the Board in theexecution of its responsibilities:-• BAC• BNC• Board Remuneration Committee (BRC)• ESOS CommitteeFurther details on the summary of activities of the BACduring FY09 and BAC ToR are set out separately in theBAC Report on pages 89 to 99 of this Annual Report.BNC, BRC, ESOS CommitteeThe BNC, BRC and ESOS Committee currently compriseof the same members as follows:-i) Tan Sri Ghazzali Sheikh Abdul Khalid – Chairman,INEDIn addition, the Board delegates certain specific mattersto other ad hoc Board committees as and whennecessary.ii)iii)Datuk Azzat Kamaluddin – Senior INEDDr Farid Mohamed Sani – NINEDFunctions, written ToR and operating procedures of allBoard Committees are clearly defined and whereapplicable, comply with the recommendations of theCode. The authority and ToRs will be reviewed from timeto time to ensure that they are relevant and up-to-date.The members and Chairman of each Board Committeeare appointed by the Board.The deliberations, recommendations and decisions madeby each Board Committee will be recorded and minuted.Minutes are then approved by the Chairman of BoardCommittees and confirmed by the Committees at thesubsequent Committee meetings. During Board meetings,the Chairmen of the various Committees provide summaryreports of the decisions and recommendations made bythe Committees, and highlight to the Board should anyfurther deliberation be required at Board level. A summaryof these Committees’ reports and deliberations areincorporated into the minutes of the Board meetings.A brief description of each Board Committee is providedbelow:-BACThe members of BAC are as follows:-BNCThe primary functions of the BNC are as follows:-1. To recommend new nominees to the Board and anyBoard Committee;2. To recommend or approve, as the case may bebased on the ToR, the appointment of keymanagement of the Group;3. To assess the effectiveness of the Board, BoardCommittees and individual Directors (including thePresident & GCEO); and4. To review, on an annual basis, the size of the Boardand the required mix of skills, experience andresponsibilities present on the Board in ensuring thecontinued effectiveness of the Board.To ensure that Axiata’s key directions are cascadeddown and implemented in its local and overseas OpCos,one of the key functions of the BNC is to review andrecommend Board candidates for directorship or Axiata’snominees in major OpCos. All decisions and appointmentsare made by the respective Boards of the companiesafter considering BNC’s recommendations.i) David Lau Nai Pek – Chairman, INEDii)iii)Datuk Azzat Kamaludin – Senior INEDJuan Villalonga Navarro – INEDAnnual Report 2009 • 073