Maxis Berhad | Annual Report 2013

OVERVIEW OUR BUSINESS STRATEGIC REVIEW CORPORATE GOVERNANCE FINANCIAL STATEMENTS Maxis Berhad Annual Report 2013 OTHER INFORMATION 49 II. BOARD STRENGTH AND EFFECTIVENESS Appointments to the Board The Nomination Committee (“NC”) makes independent recommendations for appointments to the Board, based on criteria which they develop, maintain and review. The NC may consider the use of external consultants in the identification of potential Directors. In making these recommendations, the NC assesses the suitability of candidates, taking into account the required mix of skills, knowledge, expertise and experience, professionalism, integrity, competencies, time commitment and other qualities of the candidates, before recommending their appointment to the Board for approval. The Board makes clear at the outset its expectations of its new Directors in terms of their time commitment as recommended by the Code. Re-election of Directors In accordance with the Company’s Articles, all Directors who are appointed may only hold office until the next following Annual General Meeting (“AGM”) subsequent to their appointment and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that AGM. The Articles also provide that one-third of the Directors, or if their number is not three or a multiple of three, then the number nearest to one-third, are subject to retirement by rotation at every AGM but are eligible for re-election provided always that all Directors including the Managing Director and Executive Directors shall retire from office at least once in every three years. Pursuant to Section 129 of the Companies Act, 1965, the office of a director of or over the age of 70 years becomes vacant at every AGM unless he is reappointed by a resolution passed at such an AGM of which no shorter notice than that required for the AGM has been given and the majority by which such resolution is passed is not less than three-fourths of all members present and voting at such AGM. Morten Lundal and Hamidah Naziadin, who were appointed as Directors on 1 October 2013 and 1 February 2014 respectively, shall hold office until the forthcoming AGM scheduled to be held on 7 May 2014, and are eligible for re-election pursuant to Article 121 of the Company’s Articles, whilst Directors who are due for retirement by rotation and eligible for re-election pursuant to Article 114 of the Company’s Articles at the forthcoming AGM are Robert William Boyle, Augustus Ralph Marshall and Chan Chee Beng. Chan Chee Beng however, has given notice that he will not be seeking re-election. Hence, he will retain office until the close of the Fifth Annual General Meeting. 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 Code, 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. The profiles of the Directors who are due for re-election are set out on pages 22 to 26 of this Annual Report. The Board has considered the assessment of the four Directors standing for re-election 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 the MMLR. The Board delegates certain responsibilities to the respective Committees of the Board which operate within clearly defined terms of reference and limits of authority. These Committees have the authority to examine particular issues and report their proceedings and deliberations to the Board. On Board reserved matters, Committees shall deliberate and thereafter state their recommendations to the Board for its consideration. During Boardmeetings, theChairmen of the various Committees provide summary reports of the decisions and recommendations made at respective committee meetings, and highlight to the Board any further deliberation that is required to take place at Board level. These Committee reports and deliberations are incorporated into the minutes of the Board meetings. Board Diversity Policy The Board recognises that diversity in its composition is critical in ensuring its effectiveness and good corporate governance. A truly diverse board will include and make use of the variation in the skills, experience, background, race, gender and nationality of its members. Underpinning the Maxis Board Diversity Policy is Maxis’ commitment to ensuring that all Directors are appointed on merit, in line with the standards as set out in Para 2.20A of the MMLR. The Board regularly reviews its composition to improve its diversity including its gender diversity. As part of its commitment to enhance its diversity, including gender diversity, the Board is pleased to report that Hamidah Naziadin had been appointed to the Board on 1 February 2014.