Maxis Berhad | Annual Report 2012

Maxis Berhad // Annual Report 2012 200 The individual Directors each undertook self-assessment for their individual performance during the financial year ended 31 December 2012 based on the criteria of character, experience, integrity, competence and time in order to discharge their respective roles as Directors of Maxis Berhad. Board Committees The Company has four principal Board Committees: (a) Audit Committee The composition, terms of reference and a summary of the activities of the Audit Committee are set out separately in the Audit Committee Report as laid out on pages 190 to 194 of this Annual Report. (b) Nomination Committee The Nomination Committee of the Board consists of the following Non-Executive Directors, the majority of whom are independent: • Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda (Independent Non-Executive Director and Chairman of the Nomination Committee); • Robert William Boyle (Independent Non-Executive Director); • Dato’ Mokhzani bin Mahathir (Independent Non-Executive Director); • Dr. Ibrahim Abdulrahman H. Kadi (Non-Executive Director) – appointed as a member on 26 November 2012; • Chan Chee Beng (Non-Executive Director); and • Ghassan Hasbani (Non-Executive Director) – ceased to be a member with effect from 20 October 2012. The Nomination Committee has been entrusted with the following duties and/or responsibilities: • To formulate the nomination, selection and succession policies for the Chief Executive Officer, members of the Board and Board Committees. • To review and recommend to the Board the optimum size of the Board that reflects the desired balance of skills and competencies. • To recommend to the Board suitable candidates for directorships to be filled by the shareholders or the Board. • To formulate and implement a transparent procedure for proposing new candidates to the Board and Board Committees. • In making its recommendations to consider the candidates’ skills, knowledge, expertise and experience, professionalism, integrity, competencies, commitment, contribution and, in the case of candidates for the position of Independent Non- Executive Directors, the candidates’ ability to discharge such responsibilities/functions as are expected from Independent Non- Executive Directors. • To formulate the criteria to assess the independence of the Independent Directors. • In making its recommendations, to consider candidates for directorships proposed by the Chief Executive Officer and, within the bounds of practicability, by any other senior executive or any Director or shareholder. • To assist the Board in reviewing on an annual basis the required mix of skills and experience and other qualities including core competencies which Non-Executive Directors should bring to the Board. • To assess the effectiveness of the Board and Board Committees as a whole and the contribution of each individual director and Board Committee member. • To assist the Board in nominating the membership of other Board Committee members. • To assist the Board by formulating the criteria and procedure to be carried out by the Committee annually for assessing the effectiveness of the Board, Board Committees and individual Directors. • To determine the core competencies and skills required of Board members to best serve the business and operations of the Group as a whole. • Where the Chairman of the Board is an Independent Director, to ensure that at least one-third of the Board is independent. In circumstances where the Chairman is not an Independent Director, to ensure that the Board must comprise a majority of independent directors. • To recommend to the Board to justify and seek shareholders’ approval where an Independent Director is retained as an independent director after his tenure has exceeded a cumulative term of nine years. • To review Board balance including the participation of Non-Executive and Independent Directors on Board, and to determine if additional Board members are required. STATEMENT ON CORPORATE GOVERNANCE Continued