Maxis Berhad | Annual Report 2013

191 OVERVIEW OUR BUSINESS STRATEGIC REVIEW CORPORATE GOVERNANCE FINANCIAL STATEMENTS Maxis Berhad Annual Report 2013 OTHER INFORMATION NOTES: A. This Agenda item is meant for discussion only as under the provisions of Section 169(1) of the Companies Act, 1965 (Act) and the Company’s Articles of Association, the audited accounts do not require the formal approval of shareholders and hence, the matter will not be put forward for voting. B. Robert William Boyle, Hamidah Naziadin, Augustus Ralph Marshall and Morten Lundal are standing for re-election as Directors of the Company. The Board of Directors (“the Board”) has considered the assessment of the four Directors and collectively agree that they meet the criteria of character, experience, integrity, competence and time to effectively discharge their respective roles as Directors, as prescribed by Paragraph 2.20A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. The profiles of the Directors, Robert William Boyle, Hamidah Naziadin, Augustus Ralph Marshall and Morten Lundal, are set out on pages 22 to 26 of the Company’s Annual Report for the financial year ended 31 December 2013. An assessment of the independence of all independent Directors including Robert William Boyle and Hamidah Naziadin was undertaken as part of the Board’s assessment in 2013 and at the time of appointment respectively. The Nomination Committee and the Board considered the assessment results of the independence of Robert William Boyle and Hamidah Naziadin which was undertaken pursuant to criteria as prescribed by the MMLR and the 2012 Malaysian Code of Corporate Governance and are satisfied that they meet the criteria for independence. Robert William Boyle and Hamidah Naziadin were appointed as Directors on 17 September 2009 and 1 February 2014 respectively and both do not exceed the tenure of nine years. C. The Audit Committee and the Board have considered the re-appointment of PwC as Auditors of the Company and collectively agree that PwC meets the criteria of the adequacy of experience and resources of the firm and the person assigned to the audit as prescribed by Para 15.21 of the MMLR. Proxy 1. A member of the Company entitled to attend and vote at this meeting is entitled to appoint not more than two proxies to attend and vote for him/her except in the circumstances set out in notes 2 and 3. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of a proxy and the provision of section 149(1)(b) of the Act shall not apply to the Company. 2. Where a member of the Company is also a substantial shareholder (within the meaning of the Act) per the Record of Depositors, such member shall be entitled to appoint up to (but not more than) five proxies. For an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (omnibus account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. 3. Where a member of the Company is an authorised nominee, it may appoint at least one proxy in respect of each securities account it holds to which ordinary shares in the Company are credited. Each appointment of proxy by an authorised nominee may be made separately or in one instrument of proxy and shall specify the securities account number and the name of the beneficial owner for whom the authorised nominee is acting. 4. The instrument appointing a proxy shall: (i) in the case of an individual, be signed by the appointor or by his/her attorney; and (ii) in the case of a corporation, be either under its common seal or under the hand of its duly authorised attorney or officer on behalf of the corporation. 5. Where a member appoints more than one proxy, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy. 6. The instrument appointing a proxy must be deposited at the office of our Company’s Share Registrar, Symphony Share Registrars Sdn. Bhd. at Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor, Malaysia, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting or in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; otherwise the instrument of proxy shall not be treated as valid and the person so named shall not be entitled to vote in respect thereof. Fax copies of the duly executed form of proxy are not acceptable. 7. A proxy may vote on a show of hands and on a poll. If the form of proxy is returned without an indication as to how the proxy shall vote on any particular matter, the proxy may exercise his discretion as to whether to vote on such matter and if so, how. 8. A proxy appointed to attend and vote at the meeting shall have the same rights as the member to speak at the meeting. 9. The lodging of a form of proxy does not preclude a member from attending and voting in person at the meeting should the member subsequently decide to do so. Members Entitled to Attend For purposes of determining the entitlement of a member to attend the Fifth Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd., in accordance with Article 81(b) of the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act 1991, to issue a General Meeting Record of Depositors as at 30 April 2014. Only a Depositor whose name appears on the General Meeting Record of Depositors as at 30 April 2014 shall be entitled to attend the said meeting or appoint a proxy(ies) to attend and/or vote on such Depositor’s behalf. Toll-Free Line and Email Address A toll-free line and an email account have been set up to attend to all queries from shareholders pertaining to the form of proxy and all other matters relating to the Fifth Annual General Meeting. The toll-free number is 1800 828 001 and the email address is agm2014@maxis.com.my. These will be valid from 9 April 2014 to 8 May 2014.