Maxis Berhad | Annual Report 2013

48 Maxis Berhad | Annual Report 2013 CORPORATE GOVERNANCE Continued DIRECTOR DESIGNATION NUMBER OF MEETINGS ATTENDED DURING THE YEAR PERCENTAGE 4 Asgari bin Mohd Fuad Stephens (retired on 9 May 2013 and there was one Board Meeting held prior to his retirement) Independent Non-Executive Director 1/1 100% 5 Dr. Fahad Hussain S. Mushayt Non-Executive Director 5/8 62.5% 6 Krishnan Ravi Kumar Non-Executive Director 7/8 87.5% 7 Dr. Ibrahim Abdulrahman H. Kadi Non-Executive Director 7/8 87.5% 8 Augustus Ralph Marshall Non-Executive Director 7/8 87.5% 9 Chan Chee Beng Non-Executive Director 8/8 100% 10 Alvin Michael Hew Thai Kheam Non-Executive Director 7/8 87.5% 11 Sandip Das (resigned on 15 April 2013 and there was one Board Meeting held prior to his resignation) Chief Executive Officer/ Executive Director 1/1 100% 12 Morten Lundal (appointed on 1 October 2013 and there were 2 Board Meetings held after his appointment) Chief Executive Officer/ Executive Director 2/2 100% The Board has unrestricted and immediate access to Management and all information on the affairs of the Group. At the request of the Board, the Management is obliged to supply all relevant information relating to the business and operations of the Group and governance matters, including customer satisfaction and quality surveys, market share and market reactions in a timely manner to enable the Board to discharge its duties effectively. A set of Board papers (together with a detailed agenda in the case of a meeting) is furnished to the Board members in advance of each Board meeting or Directors’ Circular Resolution for consideration, guidance and where required, for decision. The Board papers include, among others, the following documents or information: • Reports of meetings of all committees of the Board including matters requiring the full Board’s deliberation and approval; • Performance reports of the Group, which include information on financial, industry and strategic business issues and updates; • Major operational, financial, technical, legal, regulatory and corporate issues; • Technological developments and updates; • Reports on risk management; • Reports on human capital, organisational and talent management; and • Board papers for other matters for discussion/approval. Additionally, the Board is furnished with ad-hoc reports to ensure that it is apprised of key business, financial, operational, corporate, legal, regulatory and industry matters, as and when the need arises. Management are also invited to join Board meetings to provide explanation or engage in dialogue with Board members as may be required. All deliberations, discussions and decisions of the Board meetings are minuted and recorded accordingly. The Directors also have full and unrestricted access to the advice and services of the Head of Legal, Head of Internal Audit and Company Secretary in addition to other members of Management. Each of the individual Directors is constantly advised and updated on statutory and regulatory requirements pertaining to their duties and responsibilities. Members of the Board may collectively or individually consult advisers and, where necessary, seek external and independent professional advice and assistance from experts in furtherance of their duties at the Group’s expense. Company Secretary The Board is supported by the Company Secretary who facilitates overall compliance with the MMLR and Companies Act, 1965 and other relevant laws and regulations. In performing this duty, the Company Secretary carries out, among others, the following tasks: • Statutory duties as specified under the Companies Act, 1965 and MMLR; • Attending Board and Board Committee meetings and ensuring that the Board meetings are properly convened and proceedings are properly recorded; • Ensuring timely communication of Board level decisions to Management; • Ensuring that all appointments to the Board and Committees are properly made; • Maintaining records for the purposes of meeting statutory obligations; • Facilitating the provision of information as may be requested by the Directors from time to time; and • Supporting the Board in ensuring adherence to Board policies and procedures. The Board may remove the Company Secretary.