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

Statement onCorporate GovernanceSSCThe key responsibilities of the SSC are as follows:-i) Administer the Share Scheme in accordance with theShare Scheme Bye-Laws;ii) Construe and interpret the Share Scheme Bye-Lawsand review the grant of options and share awards,iii) Define the terms of the Share Scheme Bye-Laws andrecommend to the Board to amend and revoke rulesand regulations relating to the Share Scheme and itsadministration to ensure the Share Scheme is fullyeffective in accordance with the Bye-Laws; andiv) Determine all questions of policy and expediency thatmay arise in the administration of the Share Scheme,including eligibility of the employees of the Group,and the method or manner in which the grants aregranted to and exercised by eligible employees inaccordance with the Bye-Laws.During FY12, the SSC met four times where the keyactivities were as follows:-i) Reviewed and recommended 2012 RSP grants andparameters and vesting of ESOS;ii) Reviewed and approved RSP vesting conditions andtreatment of restricted share plan;iii) Reviewed and approved implementation details andtimeline of restricted share plan; andiv) Reviewed and approved refinements on implementationof restricted share plan.DIRECTORS' REMUNERATIONExecutive DirectorThe Company’s policy on remuneration for the EDremains similar to previous years to ensure that the levelof remuneration attracts, retains and motivates an ED ofthe highest calibre to competently manage the Company.The component parts of the remuneration are thereforestructured to link the remuneration package withcorporate and individual performance as well as relativeshareholders’ returns and takes into account the inflationprice index as well as the value of similar packages atcomparable companies (of similar size and complexity toAxiata), based on information prepared by independentconsultants and survey data.The BRC reviews and recommends the remunerationpackage for the ED for the Board’s approval and it is theresponsibility of the Board as a whole to approve thetotal remuneration package for the ED. The currentremuneration policy for the ED consists of basic salary,performance linked bonus, benefits-in-kind, EPFcontributions and share awards/share options respectivelybased on the recommendation of the BRC. The ED is notentitled to monthly fees nor is he entitled to receive anymeeting allowances for the Board and Board Committeesmeetings he attends.The performance of the ED is measured based on theachievements of his annual KPIs. These KPIs comprise ofnot only quantitative targets, such as annual targetedrevenue, EBITDA, PATAMI or Return on Invested Capital(ROIC) and relative performance of the OpCos, but alsoqualitative targets which include strategic milestones andinitiatives that need to be achieved and implemented onareas such as strategy, innovation, business development,synergy, human capital management and financialmanagement. The weightage of the qualitative andquantitative targets may be adjusted to accommodatethe Group’s aspirations.The evaluation on the achievement of each of the KPIsagainst an agreed performance standard is reviewed bythe BRC and the recommendations of the BRC aretabled for approval by the Board. The rewards accordedto the ED for his achievement of the respective KPIscomprise of annual bonuses and long term incentive planin the form of RSA or options over the shares of theCompany. In the case of stock options/RSA, its vestingis subject to further performance conditions establishedby the Board and the final number of RSA will dependon the level of achievement of these targets over theperformance period which includes stretched targets.84