Maxis Berhad | Annual Report 2012

Maxis Berhad // Annual Report 2012 198 The Board has unrestricted and immediate access to Senior Management and all information on the affairs of the Group. At the request of the Board, the Management is obliged to supply all relevant information relating to the business and operations of the Group and governance matters, including customer satisfaction and survey quality, market share and market reaction in a timely manner to enable the Board to discharge its duties effectively. A set of Board papers (together with a detailed agenda in the case of a meeting) is furnished to the Board members in advance of each Board meeting or Directors’ Circular Resolution for consideration, guidance and where required, for decision. The Board papers include, among others, the following documents or information: • Reports of meetings of all committees of the Board including matters requiring the full Board’s deliberation and approval; • Performance reports of the Group, which include information on financial, industry and strategic business issues and updates; • Major operational, financial, technical, legal, regulatory and corporate issues; • Technological developments and updates; • Reports on risk management; • Reports on human capital, organisational and talent management; and • Board papers for other matters for discussion/approval. Additionally, the Board is furnished with ad-hoc reports to ensure that it is apprised of key business, financial, operational, corporate, legal, regulatory and industry matters, as and when the need arises. The Senior Management are also invited to join in Board meetings to provide explanation or engage in dialogue with Board members as they may require. All deliberations, discussions and decisions of the Board are minuted and recorded accordingly. The Directors also have full and unrestricted access to the advice and services of the General Counsel, Head of Internal Audit and Company Secretary in addition to other members of Senior Management. Each of the individual Directors is constantly advised and updated on statutory and regulatory requirements pertaining to their duties and responsibilities. Members of the Board may collectively or individually consult advisers and, where necessary, seek external and independent professional advice and assistance from experts in furtherance of their duties at the Group’s expense. Company Secretary The Board is supported by the Company Secretary who facilitates overall compliance with the MMLR and Companies Act, 1965 and other relevant laws and regulations. In performing this duty, the Company Secretary carries out, among others, the following tasks: • Attending Board and Board Committee meetings and ensuring that the Board meetings are properly convened and proceedings are properly recorded; • Ensuring timely communication of Board level decisions to Senior Management; • Ensuring that all appointments to the Board and Committees are properly made; • Maintaining records for the purposes of meeting statutory obligations; • Facilitating the provision of information as may be requested by the Directors from time to time; and • Supporting the Board in ensuring adherence to Board policies and procedures The profile of the Company Secretary can be found on page 59 of this Annual Report. The Board may remove the Company Secretary. II. BOARD STRENGTH AND EFFECTIVENESS Appointments to the Board The Nomination Committee makes independent recommendations for appointments to the Board, and the Nomination Committee may consider the use of external consultants in the identification of potential Directors. In making these recommendations, the Nomination Committee assesses the suitability of candidates, taking into account the required mix of skills, knowledge, expertise and experience, professionalism, integrity, competencies, time commitment and other qualities of the candidates, before recommending their appointment to the Board for approval. The Board makes clear at the outset its expectations of its new Directors in terms of their time commitment as recommended by the Code. Re-election of Directors In accordance with the Company’s Articles, all Directors who are appointed by the Board may only hold office until the next following Annual General Meeting ("AGM") subsequent to their appointment and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that AGM. The Articles also provide that one-third of the Directors, or if their number is not three or a multiple of three, then the number nearest to one-third, are subject to retirement by rotation at every AGM but are eligible for re-election provided always that all Directors including the Managing Director and Executive Directors shall retire from office at least once in every three years. STATEMENT ON CORPORATE GOVERNANCE Continued