Maxis Berhad | Annual Report 2012

Maxis Berhad // Annual Report 2012 199 Pursuant to Section 129 of the Companies Act, 1965, the office of a director of or over the age of 70 years becomes vacant at every AGM unless he is reappointed by a resolution passed at such an AGM of which no shorter notice than that required for the AGM has been given and the majority by which such resolution is passed is not less than three-fourths of all members present and voting at such AGM. Mr. Krishnan Ravi Kumar, Dr. Ibrahim Abdulrahman H. Kadi and Mr. Alvin Michael Hew Thai Kheam who were appointed by the Board during the financial year shall hold office until the forthcoming AGM scheduled to be held on 9 May 2013 and they are eligible for re-election pursuant to Article 121 of the Company’s Articles whilst Directors who are due for retirement by rotation and eligible for re- election pursuant to Article 114 of the Company’s Articles at the forthcoming AGM are Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda, Dato’ Mokhzani bin Mahathir and Encik Asgari bin Mohd Fuad Stephens. Encik Asgari bin Mohd Fuad Stephens however, has expressed his intention not to seek re-election. Hence, he will retain office until the close of the Fourth Annual General Meeting. The profiles of the Directors who are due for re-election are set out on pages 44 to 48 of this Annual Report. The Board has considered the assessment of the five Directors standing for re-election and collectively agree that they meet the criteria of character, experience, integrity, competence and time to effectively discharge their respective roles as Directors as prescribed by the MMLR. The Board delegates certain responsibilities to the respective Committees of the Board which operate within clearly defined terms of reference and limits on authority. These Committees have the authority to examine particular issues and report their proceedings and deliberations to the Board. On Board reserved matters, Committees shall deliberate and thereafter state their recommendations to the Board for its approval. During Board meetings, the Chairmen of the various Committees provide summary reports of the decisions and recommendations made at respective committee meetings, and highlight to the Board any further deliberation that is required at Board level. These Committee reports and deliberations are incorporated into the minutes of the Board meetings. Board Diversity Policy The Board recognises that diversity in its composition is critical in ensuring its effectiveness and good corporate governance. A truly diverse board will include and make use of differences in the skills, experience, background, race, gender and nationality of its members. Underpinning Maxis Board Diversity Policy is Maxis’ commitment to ensuring that all Directors are appointed on merit, in line with the standards as set out in Para 2.20A of the MMLR. The Board regularly reviews its composition to improve its diversity including its gender diversity. Board Effectiveness Assessment The Nomination Committee facilitates and organises the yearly Board Effectiveness Assessment for assessment and evaluation of the Board of Directors, Board Committees and individual Directors. The objective is to improve the Board’s effectiveness, identify gaps, maximise strengths and address weaknesses of the Board. The Chairman of the Board oversees the overall evaluation process and responses are analysed by the Nomination Committee, before being constructively tabled and communicated to the Board. Self-assessment and peer- assessment methodologies are used and issues for assessment are presented in a customised questionnaire. In addition, the individual Directors conducted self-assessments, the results of which were also shared with the Board. The criteria on which assessment of the Board’s effectiveness is carried out is developed, maintained and reviewed by the Nomination Committee. They include, inter alia, Board’s and Board Committees’ composition, Board’s roles and responsibilities, performance which comprises strategy planning and performance, risk and human capital management, Board communications and conduct of the Board and Board Committees. During the year, the Board Committees were, inter alia, assessed based on their roles and scope, frequency and length of meetings, supply of sufficient and timely information to the Board and also overall effectiveness and efficiency of the Board Committees. During the year also the Board of Directors in accordance with Para 15.20 of the MMLR reviewed the term of office and performance of the Audit Committee and each of the members and were satisfied that the Audit Committee and members have carried out their duties in accordance with their terms of reference. FINANCIAL STATEMENTS CORPORATE GOVERNANCE ANALYSIS OF SHAREHOLDINGS OTHER INFORMATION ANNUAL GENERAL MEETING