Maxis Berhad | Annual Report 2013

OVERVIEW OUR BUSINESS STRATEGIC REVIEW CORPORATE GOVERNANCE FINANCIAL STATEMENTS Maxis Berhad Annual Report 2013 OTHER INFORMATION 53 The aggregate emoluments received by the Directors of the Company during the financial year ended 31 December 2013 and the total Directors’ remuneration analysed in the band of RM50,000 are disclosed in the financial statements, as set out on pages 109 to 110 of this Annual Report. Details of the remuneration for each of the Non-Executive Directors of the Company, including Directors who resigned during the year categorised into appropriate components for the financial year ended 31 December 2013 were as follows: NAME OF DIRECTORS FEE (RM) BENEFIT IN KIND (RM) TOTAL AMOUNT (RM) Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda 462,661 44,866 507,527 Robert William Boyle 370,000 – 370,000 Dato’ Mokhzani bin Mahathir 330,000 – 330,000 Asgari bin Mohd Fuad Stephens Note 2 100,108 – 100,108 Krishnan Ravi Kumar 250,000 – 250,000 Dr. Ibrahim Abdulrahman H. Kadi 260,000 – 260,000 Dr Fahad Hussain S. Mushayt 280,000 – 280,000 Augustus Ralph Marshall 260,000 – 260,000 Chan Chee Beng 280,000 22,061 302,061 Alvin Michael Hew Thai Kheam 250,000 – 250,000 Sandip Das (Executive Director) Note 1 and Note 2 – – – Morten Lundal (Executive Director) Note 1 and Note 3 – – – Notes: (1) The Executive Directors’ remuneration can be found on pages 109 to 110 of this Annual Report. (2) Retired/Resigned during the year 2013. (3) Appointed during the year 2013. (4) Save as disclosed above, no other remuneration has been paid to the Directors by the Company and/or its subsidiaries. III. BOARD BALANCE AND INDEPENDENCE There are 11 members of the Board, comprising an Executive Director (who is also the CEO) and 10 Non-Executive Directors (including the Chairman). Four of the Non-Executive Directors including the Chairman are independent and hence fulfil the prescribed requirements for one-third of the membership of the Board to be Independent Board Members. The Board comprises members of high calibre and integrity from diverse professional backgrounds, skills, extensive experience and knowledge in the areas of telecommunications, information technology, entertainment, finance, business, general management strategy, sales and distribution as well as human resources as required for the successful direction of the Group. With its diversity of skills, the Board has been able to provide clear and effective collective leadership to the Group and has brought informed and independent judgement to the Group’s strategy and performance to ensure that the highest standards of conduct and integrity are always at the core of the Group. None of the Non-Executive Directors participate in the day-to-day management of the Group. The presence of the Independent Non-Executive Directors is essential in providing unbiased and impartial opinion, advice and judgment to Board deliberations to ensure that the interests, not only of the Group, but also of its shareholders, employees, customers, suppliers and other communities in which the Group conducts its business are well represented and taken into account. The Independent Non-Executive Directors thus play a key role in corporate accountability. The assessment of the independence of each of its Independent Non-Executive Directors is undertaken twice a year according to set criteria as prescribed by the MMLR. As part of the Board’s yearly appraisal and self-assessment, the Board is of the view that its size is adequate for the effective discharge of its functions and responsibilities. As recommended by the Code, the tenure of Directorship should form also part of the assessment criteria for independence of a Director. The relevant process and procedures have been provided for in the Board Charter and terms of reference of the NC. In the event that shareholders’ approval is sought to enable an independent director to retain his designation as an independent director after having served a tenure of nine years, the NC is tasked to assess and assist the Board in recommending and providing justification for shareholders’ consideration and approval in such instances. The Independent Directors also meet the criteria of independence.