Maxis Berhad | Annual Report 2013

46 Maxis Berhad | Annual Report 2013 CORPORATE GOVERNANCE The Board of Maxis (“the Board”) remains committed to upholding high standards of corporate governance throughout the Group. The prescriptions in the Malaysian Code of Corporate Governance 2012 (“the Code”) set a strong foundation for boards and committees to carry out their roles effectively, promote timely and balanced disclosure, safeguard the integrity of financial reporting, emphasise the importance of risk management and internal controls and encourage shareholder participation in general meetings. The Board believes that strong corporate governance underpins Maxis’ mission of sustainable, long-term growth of the Group’s businesses and is therefore an integral part of our culture. The enhancement and improvement of Maxis’ corporate governance standards in accordance with applicable laws and regulations is an on-going exercise. The Board is pleased to share the manner in which the Principles of the Code have been applied within the Group in respect of the financial year ended 31 December 2013 and the extent to which the Company has complied with the Recommendations of the Code during the financial year ended 31 December 2013. The Board approved this Statement on 14 March 2014 and believes that the Principles and Recommendations set out in the Code have been fully complied with. I. ROLES AND RESPONSIBILITIES OF THE BOARD The Board Charter (which is available on Maxis’ corporate website) clearly sets out the role, functions, composition, operation and processes of the Board. All Board members are aware of their duties and responsibilities. The Board Charter acts as a source of reference and primary induction literature for prospective Board members and Management. It is also intended to assist the Board in assessing its collective performance and that of each individual Director. The Board Charter will be reviewed periodically to ensure that any updates on relevant laws and regulations are duly incorporated. The Board assumes the following duties and responsibilities: • Reviewing, adopting and monitoring the implementation of a strategic business plan for the Group; • Overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed. This includes ensuring that there are measures in place against which management’s performance can be assessed; • Identifying principal risks and ensuring the implementation of appropriate systems to manage and mitigate these risks; • Succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing key management; • Developing and implementing an investor relations programme or shareholder communications policy for the Group and encouraging the use of information technology for effective dissemination of information; • Reviewing the adequacy and integrity of the Group’s systems of internal control and of management information, including ensuring that a sound risk management framework, reporting framework and systems for compliance with applicable laws, regulations, rules, directives and guidelines are in place; and • Reviewing, adopting and implementing appropriate corporate disclosure policies and procedures. The respective roles and responsibilities of the Board and management have been clearly defined. The following matters (including changes to any such matters) require approval from the Board, except where they are expressly delegated by the Board to a Committee, the Chairman, Chief Executive Officer (“CEO”) or another nominated member of the Management team: • approval of corporate/strategic directions/plans and programmes; • approval of annual budgets, including major capital commitments and capital expenditure budgets; • approval of new ventures; • approval of material acquisitions, and disposals of undertakings and properties or any significant Maxis Group expenditure which exceeds the authority limits delegated to the CEO or the Chief Financial and Strategy Officer (“CFSO”) or members of Management. • changes to the management and control structure within the Company and its subsidiaries, including key policies and delegated authority limits; • appointment of all other Board members, Board Committee members, CEO and the Company Secretary; • any matters in excess of any discretions that it may have delegated from time to time to the CEO and Management, including in relation to credit transactions, market risk limits and expenditures; and