Maxis Berhad | Annual Report 2012

Maxis Berhad // Annual Report 2012 203 (d) Employee Share Option Scheme ("ESOS") Committee The ESOS Committee was established on 20 April 2011 with delegated authority to administer the ESOS and to decide on all relevant matters incidental thereto in accordance with the ESOS Bye-Laws including, but not limited to, the power to determine the criteria for eligible employees, the entitlement for eligible employees and the granting of options to such eligible employee. Allocations to Directors shall be reviewed and recommended by the Remuneration Committee and then approved by the Board as a whole with the relevant individual Director abstaining in respect of his individual allocation and subject to the approval of the shareholders of the Company at a general meeting. The ESOS Committee consists of the following Directors: • Dato’ Mokhzani bin Mahathir (Independent Non-Executive Director and Chairman of the ESOS Committee); • Asgari bin Mohd Fuad Stephens (Independent Non-Executive Director); and • Sandip Das (Executive Director). In undertaking its responsibilities, the ESOS Committee will give due reference to: (i) the overall financial performance of the Company relative to the business plan agreed by the Board; (ii) the competitiveness of the total compensation package for each grade of employee; (iii) the individual contribution and strategic importance of current and potential key senior employees; (iv) changes in the regulatory framework governing share options grants to employees; and (v) the ESOS Bye-Laws of the Company as approved by the shareholders. The ESOS Committee meets as and when necessary at least once in every calendar year and can also make decisions by way of circular resolutions. The Committee met twice during the financial year ended 31 December 2012 will all members attending both meetings. In addition, the Committee also met a number of times informally during the financial year ended 31 December 2012. The Committee reviewed and discussed the terms and criteria for the ESOS allocation for eligible employees. Remuneration of Directors And Senior Management The objectives of the Group’s policy on Directors’ remuneration are to ensure that formal and transparent remuneration policies and procedures have been put in place to attract and retain Directors of the calibre needed to run the Group successfully. In Maxis, the component parts of remuneration for the Executive Directors are structured so as to link rewards to corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration reflects the experience, expertise and level of responsibilities undertaken by the particular Non-Executive Director concerned. During the year under review, the Company hired Hay Group to review the remuneration packages of the CEO and CXO. 1. Remuneration procedures The Remuneration Committee recommends to the Board, the policy and framework of the Directors’ remuneration and the remuneration package for the Executive Directors. In recommending the Group’s remuneration policy, the Remuneration Committee may receive advice from external consultants. It is nevertheless the ultimate responsibility of the Board to approve the remuneration of these Directors, CEO, CXO and other key senior management. The Remuneration Committee also reviews the KPIs and bonus recommendations of the CEO and CXO. In determining the bonus, the Remuneration Committee reviews the performance based on their scorecards which specifies the achievements and results of KPIs for Corporate Goals (financial and business KPIs), Individual Priorities (operational KPIs) and Employee Development. Unless otherwise determined by an ordinary resolution of the Company in a general meeting, the total fees of all Directors in any year shall be a sum not exceeding in aggregate RM6,000,000.00 and divisible among the Directors as they may agree, or in the absence of an agreement, divided equally. The determination of the remuneration packages of Non-Executive Directors (whether in addition to or in lieu of their fees as Directors), is a matter for the Board as a whole. Individual Directors do not participate in decisions regarding their own remuneration package. 2. Directors’ Remuneration Package The remuneration package of the Directors is as follows: (a) Basic salary The basic salary of the Executive Director is fixed for the duration of his contract. Any revision to the basic salary will be reviewed and recommended by the Remuneration Committee, taking into account the individual performance, the inflation price index, and information from independent sources on the rates of salary for similar positions in other comparable companies. FINANCIAL STATEMENTS CORPORATE GOVERNANCE ANALYSIS OF SHAREHOLDINGS OTHER INFORMATION ANNUAL GENERAL MEETING