Maxis Berhad | Annual Report 2012

Maxis Berhad // Annual Report 2012 202 (b) To evaluate and review the performance, KPIs and reward for Executive Directors, CEO, Joint Chief Operating Officer(s) and Chief Financial Officer of the Company (“the Joint Chief Operating Officer(s) and Chief Financial Officer, collectively referred to as “the CXO”) on a yearly basis and the remuneration packages (including but not limited to bonuses, incentive payments, share options and other share awards) for Executive Directors, CEO and the CXO are formulated to be competitive, performance-based and reflective of their contributions to the Company’s growth and profitability, in line with corporate objectives and strategy. In relation to the CXO’s remuneration packages and performance and KPIs, the Committee will review the process with recommendations from the CEO; (c) To design and implement an evaluation procedure for Executive Directors and CEO of the Company; (d) To ensure performance targets are designed and established to achieve consistency with the interests of shareholders of the Company, with an appropriate balance between long-term and short-term goals; (e) To review on a yearly basis the individual remuneration packages of the Executive Directors, and to make the appropriate recommendations to the Board; (f) To make recommendations to the Board with respect to awards under incentive-compensation plans, employee share option schemes and other equity-based plans of the Company that apply to Directors, CEO and CXO; (g) To review the effectiveness of the Company’s performance measurement and reward process; (h) To review the design of all share incentive plans for approval by the Board and shareholders. For any such plans, to determine on a yearly basis whether awards will be made and if so, the overall amount of such awards, the individual awards to Executive Directors, CEO, CXO and other key Senior Management and the performance targets to be used; (i) To determine the policy for, and scope of, pension arrangements for each Executive Director, CEO, CXO and other key Senior Management; (j) To oversee the overall bonus structure of the Company and set broad targets; and (k) To review the overall design (at the strategic level) of the organisation structure at Levels 1 and 2. The CEO will continue to make decisions on the recruitment of personnel and make changes within the framework for up to Level 2. In general, the Remuneration Committee shall not have delegated powers from the Board to implement its recommendations but shall be obliged to report its recommendations to the full Board for consideration and implementation. In carrying out its duties and responsibilities, the Remuneration 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 Remuneration Committee have access to the advice and services of the Company Secretary and Head of Human Resources. The Remuneration Committee meets as and when necessary and can also make decisions by way of circular resolutions. During the financial year ended 31 December 2012 the Remuneration Committee met four times and all members of the Committee attended the meetings. During the year, the Remuneration Committee reviewed its Terms of Reference, proposal and bonus arrangement for the CEO, CEO’s recommendations for the bonus and performance of the CXO and also proposal for future service entitlement. The Terms of Reference of the Remuneration Committee is made available at our website. STATEMENT ON CORPORATE GOVERNANCE Continued