Maxis Berhad | Annual Report 2012

Maxis Berhad // Annual Report 2012 205 III. BOARD BALANCE AND INDEPENDENCE There are 11 members of the Board, comprising an Executive Director (who is also the CEO) and 10 Non-Executive Directors (including the Chairman). Four of the Non-Executive Directors including the Chairman are independent and hence fulfil the prescribed requirements for one-third of the membership of the Board to be Independent Board Members. The Board comprises members of high calibre and integrity with diverse professional backgrounds, skills, extensive experience and knowledge in the areas of telecommunications, information and technology, entertainment, finance, business, general management strategy, sales and distribution required for the successful direction of the Group. With its diversity of skills, the Board has been able to provide clear and effective collective leadership to the Group and has brought informed and independent judgement to the Group’s strategy and performance so as to ensure that the highest standards of conduct and integrity are always at the core of the Group. None of the Non-Executive Directors participate in the day-to-day management of the Group. The presence of the Independent Non-Executive Directors is essential in providing unbiased and impartial opinion, advice and judgment to ensure that the interests, not only of the Group, but also of its shareholders, employees, customers, suppliers and other communities in which the Group conducts its business are well represented and taken into account. The Independent Non-Executive Directors thus play a key role in corporate accountability. The assessment of the independence of each of its Independent Non-Executive Directors is undertaken twice a year according to set criteria as prescribed by the MMLR. As part of the Board’s yearly appraisal and self-assessment, the Board is of the view that its size is adequate for the discharge of its functions and responsibilities. A brief description of the background of each Director is contained in the “Board of Directors Profiles” section as set out on pages 44 to 49 of this Annual Report. As recommended by the Code, the tenure is also part of the assessment criteria for independence of a Director. The relevant process and procedures have been provided for in the Board Charter and terms of reference of the NC. The NC is tasked to assess and assist the Board in recommending and providing justification for shareholders’ consideration and approval in the event an Independent Director is to remain independent after his nine-year cumulative tenure. Division of roles and responsibilities between the Chairman and the Chief Executive Officer The Board appreciates the distinct roles and responsibilities of the Chairman of the Board and the CEO. This division ensures that there is a clear and proper balance of power and authority. As such, the role of the Chairman and CEO is separate and this is made clear in the Board Charter. In addition to the above, the Chairman was not previously a CEO of the Company. The Chairman’s main responsibility is to ensure effective conduct of the Board and that all Directors, Executive and Non- Executive, have unrestricted and timely access to all relevant information necessary for informed decision-making. The Chairman encourages participation and deliberation by Board members to tap the wisdom of all the Board members and to promote consensus building as much as possible. The CEO has overall responsibilities over the Group’s operational and business units, organisational effectiveness and implementation of Board policies, directives, strategies and decisions. In addition, the CEO functions as the intermediary between the Board and Management. Matters which are reserved for the Board’s approval and delegation of powers to the Board Committees, the CEO and Management are expressly set out in an approved framework on limits of authority. Business affairs of the Group are governed by the Group’s Manual on Limits of Authority. The Board is guided by the Board Charter (please refer to Section 1 of this statement). Any non-compliance issues are brought to the attention of Management, Audit Committee and/or the Board, for effective supervisory decision-making and proper governance. As the Group is expanding and its business growing, the division of authority is constantly reviewed to maintain the best levels of management efficiency and performance. FINANCIAL STATEMENTS CORPORATE GOVERNANCE ANALYSIS OF SHAREHOLDINGS OTHER INFORMATION ANNUAL GENERAL MEETING