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

Axiata Group Berhad (242188-H) Annual Report 2012BNCThe key responsibilities of the BNC are as follows:-i) To oversee the selection and assessment of Directorsand to ensure that the Board composition meets theneeds of the Group;ii) To facilitate and review Board induction and trainingprogrammes;iii) To recommend or approve, based on the ToR, theappointment of key management of the Group;iv) To assess the effectiveness of the Board, BoardCommittees and individual Directors (including thePresident & GCEO); andv) 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.Another key responsibility of the BNC is to review andrecommend Board candidates for directorships or theCompany’s nominees in major OpCos, to ensure that theCompany’s key direction is cascaded down andimplemented in its local and overseas OpCos. All decisionsand appointments are made by the respective Boards ofthe companies after considering the BNC’srecommendations. During the FY12, the BNC had on anumber of occasions been involved in the review ofcandidates to fill key positions in the Group and itsOpCos such as a CEO candidate for one of the OpCosand key positions at Axiata. Prior to the appointments ofthe key positions above, the BNC made itsrecommendations on the candidates.During FY12, the BNC met six times where key activitieswere as follows:-i) Reviewed and recommended the appointment of anadditional Director for Celcom;ii)Reviewed the proposal for the appointment of anexternal consultant to facilitate Board assessment inFY12 (2011BEE) and Board assessment for Year2012;iii) Deliberated on the findings on Board assessmentand reported the findings to the Board;iv) Reviewed the Talent Management and SeniorManagement Succession Plan of the Group;v) Reviewed and recommended candidates forappointment as Director of Axiata, namely Dato’Abdul Rahman and Ann Almeida and on-goingreview of candidates to fill the directorship vacatedby Dr Muhammad Chatib;vi) Reviewed and recommended candidates for keypositions within the Group;vii) Reviewed the renewal of employment contract ofCEOs of major OpCos; andviii) Reviewed and recommended the proposed changesto the composition of the Board of major OpCos.BRCThe key responsibilities of the BRC are as follows:-i) To assist the Board in determining the policy andstructure for the compensation of NEDs andremuneration of the ED and key management of theGroup; andii)To recommend to the Board the remuneration ofthe ED in all its forms and compensation of NEDs,drawing from outside advice as necessary.During FY12, the BRC met four times where the keyactivities were as follows:-i) Reviewed the performance achievements andrecomended the rewards for the ED and otherCorporate Centre Senior Management against predeterminedKPIs for FY12;ii)iii)Reviewed and recommended the pool for theCompany’s Corporate Centre bonus and salaryincrement for FY12 taking into consideration theachievements of the Company’s financial performancetargets;Reviewed and recommended an additional grant ofRestricted Share Awards (RSA) to the President &GCEO; andiv) Reviewed and recommended the Long TermIncentive Plan for Dialog.An external consultant was engaged to assist the BRC inthe review of the additional grant of RSA for thePresident & GCEO and the Long Term Incentive Plan forDialog.83