Annual Report 2012, PDF - Axiata Group Berhad - Investor Relations

Axiata Group Berhad (242188-H) Annual Report 2012The roles of the Board include:-1. Provide strategic drive for the Company byguiding Senior Management in developing thebroad corporate strategy, challenging andapproving the corporate strategy, performanceobjectives and parameters, monitoringdevelopments and approving variations;2. Oversee the conduct of the Company’s businessand evaluate whether the business is beingproperly managed;3. Approve the Group Business Plan and changesthereon, creation of new businesses or activitiesor termination of existing businesses or activitieswhich specifically change the nature of business ofthe Group;4. Approve mergers, acquisitions and divestures(including strategic business alliances, acquisitionsor disposal of investments and equity interests);5. Approve quarterly, annually unaudited and auditedaccounts or any audited accounts for specialpurposes;6. Approve Group Policies, LoA and any revisions oramendments thereto;7. Recommend matters that are specifically reservedfor the approval of the Company’s shareholders ingeneral meetings;8. Identify principal risks and ensure theimplementation of appropriate systems to manageand mitigate these risks;9. Review the adequacy and the integrity of theCompany’s internal control systems andmanagement information systems, including thesystems’ compliance with applicable laws,regulations, rules, directives and guidelines. TheBoard must ensure that there is a satisfactoryframework of reporting on internal financialcontrols and regulatory compliance; and10. Oversee the development and implementationof corporate disclosure and shareholdercommunication policy.• Promoting SustainabilityAxiata embraces the three pillars of sustainabilityprescribed under the MCCG2012 namely, environmental,social and governance (ESG). This is applied in all itsbusiness strategies, operations and corporateresponsibility activities. Aside from this statement oncorporate governance, a detailed report on the twoaspects covering social and environment with anarrower focus on the four areas of sustainabilitypracticed by Axiata, are provided in the TowardsSustainability book published together with thisAnnual Report.• Board CharterThe Board had on 20 February 2013 adopted itsBoard Charter which not only sets out the roles andresponsibilities of the Board in accordance withapplicable rules and regulations but also guided bythe MCCG2012 and best practices. The Charter coversinter-alia, the objectives of the Board, duties andresponsibilities, powers, roles of the Chairman, GCEOand Non-Executive Directors (NEDS). It will bereviewed from time to time to ensure that it remainsnot only consistent with the corporate governancestandards but also relevant to the Board’s objectivesand responsibilities.The full version of the Board Charter is available online at(http://axiata.com/about-us/corporate-governance.html)• Board CompositionThe Board, as of the date of this Statement, comprisesof nine members, seven of whom served throughoutthe year and two appointed in January 2013. Out ofnine, six are Independent Non-Executive Directors(INEDs), two Non-Independent Non-ExecutiveDirectors (NINEDs), including the Chairman(representing the interest of Khazanah, the majorshareholder of the Company) and one ExecutiveDirector (ED), namely the Managing Director/President& GCEO. The recently appointed INEDs are, Dato’Abdul Rahman Ahmad and Bella Ann Almeida, whowere appointed to the Board on 17 January 2013 and21 January 2013 respectively.73