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

Axiata Group Berhad (242188-H) Annual Report 2012KEY INTERNAL CONTROL STRUCTURES OF THE GROUP1.0 Control EnvironmentControl environment sets the tone for the Group byproviding fundamental discipline and structure. Keyelements of the Group’s internal control systemsinclude:1.1 Integrity and Ethical Values• Code of Conduct and PracticeThe Senior Management and Board set thetone at the top for corporate behaviour andcorporate governance. All employees of theGroup shall adhere to the policies andguidelines as set out in the Code of Conductof the Group which sets out the principlesto guide employees in carrying out theirduties and responsibilities to the higheststandards of personal and corporateintegrity when dealing within the Group andwith external parties. The Group’s Code ofConduct covers areas such as compliancewith respect to local laws and regulations,integrity, conduct in the workplace, businessconduct, protection of the Group’s assets,confidentiality, conflict of interest and anticompetitionpractices.• Guidelines on Misconduct and DisciplineGuidelines are in place for handlingmisconduct and disciplinary matters. Theseguidelines govern the actions to be taken tomanage the misconduct of employees whobreach the Code of Conduct and Practice ordo not comply with the expressed andimplied terms and conditions of employment.The Code of Conduct and Practice has alsobeen extended to contractors and suppliersof the OpCos.1.2 Board Committees(a) BoardClear roles of the Board are stated underthe Statement of Corporate Governancesection of this Annual Report.(b) Board Committees(c)To promote corporate governance andtransparency, in addition to the Board, theGroup has BAC, BNC and BRC (collectively‘Board Committees’) in place. These BoardCommittees are established to assist theBoard in overseeing internal controls,Board effectiveness, nomination andremuneration of the Group’s Directors andthe Group’s top key positions. Theresponsibilities and authority of the Boardand Board Committees are governed by aclearly defined ToR.BAC1.3 ManagementThe primary function of the BAC is toimplement and support the oversightfunction of the Board in relation tooverseeing financial reporting and internalcontrols as set out in the Duties andResponsibilities herein.It has direct access to the internal andexternal auditors and full discretion toinvite any Director to attend its meetings.Further details of the BAC are statedunder the BAC Report section of thisAnnual Report.The Management is committed to theidentification, monitoring and management ofrisks associated with its business activities. TheGCEO and Management are ultimatelyresponsible to the Board for the Group’s systemof internal control and risk management. Eachbusiness unit is responsible and accountable forimplementing procedures and controls tomanage risks within its business.1.4 Organisation Structure• Clear Organisation StructureThe Group has an appropriate organisationalstructure led by functional Heads who haveclear roles of responsibility and lines ofreporting. The proper segregation of dutiespromotes ownership and accountability for97