Maxis Berhad | Annual Report 2012

Maxis Berhad // Annual Report 2012 201 • To document all assessments and evaluations carried out by the Committee in the discharge of all its functions and thereafter, reports its findings to the Board. • To ensure, where the Company has a significant shareholder, that the investment of the minority shareholders are fairly reflected through Board representation. • To facilitate and determine board induction and training needs on an ongoing basis, by determining areas that would best strengthen their contributions to the Board. • To conduct review and assess the effectiveness of the Board’s succession plan. • To perform its role in relation to diversity on the Board, as prescribed by the Board Diversity Policy. In discharging its duties, the Nomination Committee is at all times mindful of the provisions of the Code and all applicable laws, regulations and guidelines. In general, the Nomination Committee shall not have delegated powers from the Board to implement its recommendations but should be obliged to report its recommendations back to the full Board for consideration and implementation. In carrying out its duties and responsibilities, the Nomination Committee has: (i) full, free and unrestricted access to any information, records, properties and personnel of the Maxis Group; and (ii) the power to obtain independent professional advice and expertise necessary for the performance of its duties. All members of the Nomination Committee have access to the advice and services of the Company Secretary. The Nomination Committee meets as and when necessary and can also make decisions by way of circular resolutions. The Nomination Committee held six meetings during the financial year ended 31 December 2012. All members attended the meetings. The Nomination Committee during the financial year ended 31 December 2012 had undertaken the following: (i) Reviewed the proposed format of the Self-Assessment of individual Directors; (ii) Considered appointment of new Directors and members of the Committee; (iii) Reviewed the composition of the Board Committees; (iv) Considered the recommendations of the MCCG 2012 which included: • Ethical standards through a code of conducts and its compliance; • Board Charter; • To develop, maintain and review the criteria to be used in the recruitment process and annual assessment of Directors; • To establish formal and transparent remuneration policies and procedures to attract and retain Directors; • Annual Assessment of the Independent Directors; • Expectation and commitments for Board members and protocols for accepting new directorships; • Board members to have access to appropriate continuing education programme and training needs; • Corporate Disclosure Policy; • Board Diversity Policy; and (v) Considered the timetable, process and methodology for 2012 assessment of Directors and Board Committees. During the year, the Company did not engage any external party in respect of the annual review of the Board and/or individual Director or Board Committees. The Terms of Reference of the Nomination Committee is made available at our website. (c) Remuneration Committee The Remuneration Committee of the Board consists of the following Non-Executive Directors, the majority of whom are independent: • Dato’ Mokhzani bin Mahathir (Independent Non-Executive Director and Chairman of the Remuneration Committee); • Robert William Boyle (Independent Non-Executive Director); • Asgari bin Mohd Fuad Stephens (Independent Non-Executive Director); • Dr. Fahad Hussain S. Mushayt (Non-executive Director) – appointed as a member on 26 November 2012; • Augustus Ralph Marshall (Non-Executive Director); and • Ghassan Hasbani (Non-Executive Director) - ceased to be a member with effect from 20 October 2012. The Remuneration Committee has been entrusted with the following duties and/or responsibilities: (a) To recommend to the Board the policy and framework for Directors’ remuneration as well as the remuneration and terms of service of Executive Directors and to ensure that the procedure for the establishment of the policy and framework is fair and transparent; FINANCIAL STATEMENTS CORPORATE GOVERNANCE ANALYSIS OF SHAREHOLDINGS OTHER INFORMATION ANNUAL GENERAL MEETING