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

Statement onCorporate GovernanceBoard CommitteesThe Board has constituted various Board Committeeswhich are governed by their own set of ToRs asapproved by the Board. The ToR clearly describe theirduties and responsibilities, function, authority and powersand is subject to review from time to time to ensurethat they are relevant and up to date. The members andChairman of each Board Committee are appointed bythe Board. The full versions of the ToRs of the BoardCommittees are available on the Company’s website atwww.axiata.com/about.us/corporate-governance.html.The Board currently has four main Board committees asfollows:-• Board Audit Committee (BAC);• Board Nomination Committee (BNC);• Board Remuneration Committee (BRC); and• Share Scheme Committee (SSC).The Board also delegates certain specific matters toother ad hoc Board Committees as and when necessary.All deliberations, recommendations and decisions of theBoard Committees are recorded and minuted andsubsequently confirmed by the Board Committees at thesubsequent Board Committee meetings. During Boardmeetings, the Chairman of the various Board Committeesprovide summary reports (including verbal reports formeetings held on the same day of Board meetings) ofthe decisions and recommendations made by the BoardCommittees, and highlights to the Board should anyfurther deliberation be required at Board level.A brief description of each Board Committee is providedbelow:-BACThe members of the BAC are as follows:-i) David Lau Nai Pek – Chairman, INEDii) Datuk Azzat Kamaludin – Senior INEDiii) Juan Villalonga Navarro – INEDiv) Kenneth Shen – NINEDAll BAC members are financially literate, well above thelevel needed for a BAC and the BAC Chairman, DavidLau Nai Pek who is a member of Malaysian Institute ofAccountants and member of New Zealand Institute ofChartered Accountants, fulfils the financial expertise asrequired by the Main LR.Further details on the summary of activities of the BACduring FY12 and the BAC ToR are set out separately inthe BAC Report on pages 106 to 113 of this AnnualReport.The Group Chief Financial Officer (GCFO) and GroupFinancial Controller attend all meetings of the BACexcept when meetings are held between the BAC andexternal auditors without Management’s presence. DuringFY12, the BAC met with the external auditors withoutManagement’s presence twice.BNC, BRC, SSCThe BNC, BRC and SSC currently comprise of the samemembers as follows:-i) Tan Sri Ghazzali Sheikh Abdul Khalid – Chairman, INEDii) Datuk Azzat Kamaludin – Senior INEDiii) Ann Almeida – INEDiv) Kenneth Shen – NINED82