Maxis Berhad | Annual Report 2012

Maxis Berhad // Annual Report 2012 195 The Board of Maxis ("the Board") remains committed to upholding high standards of corporate governance throughout the Group. We believe it underpins our mission of sustainable, long-term growth of the Group’s businesses and is therefore an integral part of our culture. We have been consistently enhancing and improving our corporate governance standards in accordance with applicable laws and regulations. The Board believes the prescriptions in the new Malaysian Code of Corporate Governance 2012 (“the Code”) set a strong foundation for boards and committees to carry out their roles effectively, promote timely and balanced disclosure, safeguard the integrity of financial reporting, emphasise the importance of risk management and internal controls and encourage shareholder participation in general meetings. The Board is pleased to share the manner in which the Principles of the Code have been applied within the Group in respect of the financial year ended 31 December 2012 and the extent to which the Company has complied with the Recommendations of the Code during the financial year ended 31 December 2012. The Board who had approved this Statement on 26 February 2013 believes that the Principles set out in the Code have, in all material respects, been adhered to. I. ROLES AND RESPONSIBILITIES OF THE BOARD The Board has formally adopted a Board Charter that clearly sets out the role, functions, composition, operation and processes of the Board. The Board Charter was published on Maxis’ Corporate website as soon as it was finalised and approved by the Board. It seeks to ensure that all Board members are aware of their duties and responsibilities as Board members. It acts as a source of reference and primary induction literature for prospective Board members and Senior Management. It is also intended to assist the Board in assessing its collective performance and that of each individual Director. The Board Charter will be reviewed periodically and made available on our website. The Board assumes the following duties and responsibilities: • reviewing, adopting and monitoring the implementation of a strategic business plan for the Group; • overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed. This includes ensuring that there are measures in place against which management’s performance can be assessed; • identifying principal risks and ensuring the implementation of appropriate systems to manage these risks; • succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing key management; • developing and implementing an investor relations programme or shareholder communications policy for the Group and encouraging the use of information technology for effective dissemination of information; • reviewing the adequacy and integrity of the Group’s systems of internal control and of management information, including ensuring that a sound risk management framework, reporting framework and systems for compliance with applicable laws, regulations, rules, directives and guidelines are in place; and • reviewing, adopting and implementing appropriate corporate disclosure policies and procedures. The respective roles and responsibilities of the Board and management have been clearly defined. The following matters (including changes to any such matters) require approval from the Board, except where they are expressly delegated by the Board to a Committee, the Chairman, Chief Executive Officer (“CEO”) or another nominated member of the Senior Management team: • approval of corporate/strategic directions/plans and programmes; • approval of annual budgets, including major capital commitments and capital expenditure budgets; • approval of new ventures; • approval of material acquisitions, and disposals of undertakings and properties or any significant Maxis Group expenditure which exceeds the authority limits delegated to the Chief Executive Officers or the Chief Financial Officers or the Chief Operating Officers. • changes to the management and control structure within the Company and its subsidiaries, including key policies and delegated authority limits; • appointment of all other Board members, Board Committee members, Chief Executive Officers and the Company Secretaries; • any matters in excess of any discretions that it may have delegated from time to time to the CEO and Senior Management, including in relation to credit transactions, market risk limits and expenditures; and • any matters and/or transactions that fall within the ambit of the Board pursuant to the Companies Act, 1965, the MMLR, Company’s Articles of Association ("Articles"), Terms of Reference of the respective Board Committees, Group’s Manual of Limits of Authority (such as transactions with value in excess of RM30 million and Long Range Plan) or any other applicable rule. The Directors have delegated limits of authority to the CEO and Management as specified in the Company’s Manual of Limits of Authority. Adherence to the Limits of Authority is reported to the Audit Committee. FINANCIAL STATEMENTS CORPORATE GOVERNANCE ANALYSIS OF SHAREHOLDINGS OTHER INFORMATION ANNUAL GENERAL MEETING STATEMENT ON CORPORATE GOVERNANCE