Maxis Berhad | Annual Report 2013

OVERVIEW OUR BUSINESS STRATEGIC REVIEW CORPORATE GOVERNANCE FINANCIAL STATEMENTS Maxis Berhad Annual Report 2013 OTHER INFORMATION 47 • any matters and/or transactions that fall within the ambit of the Board pursuant to the Companies Act, 1965, the Main Market Listing Requirements of Bursa Malaysia (“MMLR”), Maxis’ Articles of Association (“Articles”), Terms of Reference of the respective Board Committees, Group’s Manual of Limits of Authority (such as transactions with value in excess of RM60 million and Long Range Plan) or any other applicable rule. The Directors have delegated limits of authority to the CEO and Management as specified in the Company’s Manual of Limits of Authority. Adherence to the Limits of Authority is reported to the Audit Committee. Code of Business Practice The Group’s Code of Business Practice Declaration (“the Code of Business Practice”) which is periodically reviewed by the Board applies to all Directors and all employees of the Group who are required to affirm, on a yearly basis, their commitment to observing its prescriptions. It serves as documentation of the Directors’ and employees’ commitment to do business in a manner that is efficient, ethical, effective and fair, and is meant to be a reference point for all Directors and all levels of employees as well as for all parties that engage in business dealings with the Group. The Code of Business Practice is a guide to assist the Group’s Directors and all levels of employees in living up to the Group’s high ethical business standards, and provides guidance on the way employees should conduct themselves when dealing with other parties doing business with the Group. It also sets out and identifies the appropriate communication and feedback channels which facilitate whistle-blowing. Please refer to the sections on whistle-blowing on pages 57 to 58. A summary of the Code of Business Practice is available on our website. Promoting Sustainability The Board has taken steps to ensure that the Group’s strategies continue to promote sustainability, with attention given to environmental, social and governance (“ESG”) aspects of the Group’s business. To this end, in November 2011, the Board approved Maxis’ Corporate Responsibility (“CR”) framework which clearly outlines Maxis’ CR mission, strategic pillars, philosophies and governance structure for adoption. The CR framework provides a clear guiding principle in implementing CR programmes that are consistent with the Company’s strategic goals and facilitates a structured approach in delivering the Company’s efforts across the profit, people and planet dimensions. Maxis’ CR framework was disclosed in Maxis’ inaugural Sustainability Report 2010/2011 as well as its second Sustainability Report. The second report covers the reporting period of July 2011 to December 2012 and follows the Global Reporting Initiative (“GRI”) framework, an internationally recognised standard for sustainability reporting. Taking it a step further this year, the report successfully obtained external assurance from SIRIM QAS International Sdn. Bhd. It is available for viewing on our website. Our next report will cover the reporting period of 2013 to 2014. Board meetings and access to information The Board meets at least four times a year, with additional meetings convened on an ad-hoc basis as and when the Board’s approval and guidance are required. Upon consultation with the Chairman and the CEO, due notice shall be given of proposed dates of meetings during the financial year and standard agenda and matters to be tabled to the Board. Meetings are set before the beginning of the year to allow Directors to plan ahead and to maximise their participation. As also stated in section VI of this report, technology and information technology are effectively used in Board meetings and communications with the Board, where Directors may participate in meetings by audio or video conference, and Board materials are shared electronically. Eight Board meetings were held during the financial year ended 31 December 2013 and details of the attendance of each Director are as follows: DIRECTOR DESIGNATION NUMBER OF MEETINGS ATTENDED DURING THE YEAR PERCENTAGE 1 Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda Chairman/Independent Non-Executive Director 8/8 100% 2 Robert William Boyle Independent Non-Executive Director 8/8 100% 3 Dato’ Mokhzani bin Mahathir Independent Non-Executive Director 8/8 100%