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

Axiata Group Berhad (242188-H) Annual Report 2012Directors’ Training & EducationThe Company provides a dedicated training budget forDirectors’ continuing education and the Board hasadopted ‘Guidelines for Axiata Board Training Programme’(BTP Guidelines) to provide a framework to effectivelyaddress the training needs of the Board including typesof training applicable to Directors (newly appointed andexisting Directors), budget provision, internal process andreporting on Directors’ training.On an annual basis, through the BNC and through annualBoard assessment, input from Directors are sought onthe type of training that they would like to receiveduring the year. For FY12, all Directors have attendedtraining programmes and seminars and have also beeninvited to participate in forums and/or seminars in theircapacity as speakers, moderators or panelists in theirareas of expertise. The training programmes and seminarsattended by the Directors during FY12 are inter-alia, onareas relating to corporate governance, corporateinnovation and entrepreneurship, telecommunications andmobile landscape, corporate sustainability and corporategovernance.In line with the BTP Guidelines, the Group CompanySecretary, identifies conferences and seminars which areconsidered relevant and useful in enhancing Directors’business acumen and professionalism in discharging theirduties. Internal briefings on key corporate governancerequirements and updates on changes to the Main LR,laws and regulations are also organised on a regularbasis where Directors are fully informed of the impact ofsuch developments or changes to the Company and/orthe Directors.Some of the training/conferences/seminars and/orworkshops in which members of the Board haveparticipated during FY12 are listed in Appendix 1 of thisStatement.• Board AssessmentBoard assessment forms an integral part of theBoard’s annual activities as it provides an avenue notonly to measure the Board’s performance but alsohighlight improvement areas and remedial actions onthe Board’s administration and processes. The BNC isentrusted with the responsibility of carrying out theannual BEE and to determine whether an externalconsultant is to be engaged to facilitate and/orvalidate the evaluation process to ensure objectivity,and that the process remains robust and thorough.On the Board Effectiveness Evaluation of the Boardfor financial year ended 31 December 2011 (‘2011BEE’),a similar set of criteria and questionnaire (self andpeer assessment) developed in the previous yearswas used to evaluate the Board’s effectiveness toensure continuity of the preceding BEE exercises andto provide a degree of benchmark from previous BEEresults. The evaluation areas identified as importantby the Board to be effective include the Board’scomposition, discharge of its responsibilities,administration and processes, training, conduct atmeetings, engagement and communication withManagement and stakeholders, and effectiveness ofBoard Committees. In 2011BEE, the ratings andfindings were compared against a population ofcomparable entities identified by the externalconsultant. A more granular approach has also beenadopted including a more comprehensive assessmenton character and/or behavioural tenets ofindependence. Generally, Axiata’s overall ratings onBoard performance have outperformed the benchmarkpopulation. The findings of the 2011BEE werepresented to the Board at its Board meeting held inMay 2012.In discussing these findings, the BNC reviewed theprogress on areas for improvement from previousBEE assessments and concluded that substantialimprovements have been made and that gapsidentified in the areas of succession planning of keypositions in the Group, Investor Relations and Boardadministration and processes have been closed.For the assessment of the Board for FY12, theexercise using a similar set of criteria was facilitatedby the Group Company Secretary. At the time ofthe publication of this Annual Report, the assessmenthas been completed and awaiting validation byexternal consultants before tabling the same to theBoard in May 2013.81