Maxis Berhad | Annual Report 2013

54 Maxis Berhad | Annual Report 2013 A brief description of the background of each Director is contained in the “Board of Directors Profiles” section as set out on pages 22 to 26 of this Annual Report. Division of roles and responsibilities between the Chairman and the CEO The Board appreciates the distinct roles and responsibilities of the Chairman of the Board and the CEO. This division ensures that there is a clear and proper balance of power and authority. As such, the role of the Chairman and CEO is separate and this division of roles is made clear in the Board Charter. In addition to the above, the Chairman was not previously a CEO of the Company. The Chairman’s main responsibility is to ensure effective conduct of the Board and that all Directors, both Executive and Non- Executive, have unrestricted and timely access to all relevant information necessary for informed decision-making. The Chairman encourages participation and deliberation by all Board members to enable the wisdom of all the Board members to be tapped and to promote consensus building as much as possible. The CEO has overall responsibilities over the Group’s operational and business units, organisational effectiveness and implementation of Board policies, directives, strategies and decisions. In addition, the CEO also functions as the intermediary between the Board and Management. Matters which are reserved for the Board’s approval and delegation of powers to the Board Committees, the CEO and Management are expressly set out in an approved framework on limits of authority. Business affairs of the Group are governed by the Group’s Manual on Limits of Authority. The Board is guided by the Board Charter (please refer to Section 1 of this statement). Any non-compliance issues are brought to the attention of Management, Audit Committee and/or the Board, for effective supervisory decision-making and proper governance. As the Group is expanding and its business growing, the division of authority is constantly reviewed to maintain the best levels of management efficiency and performance. IV. COMMITMENT OF THE BOARD All Board members shall notify the Chairman of the Board before accepting any new directorships in any other organisation. The notification shall include an indication of time commitment required under the new appointment as recommended by the Code. Training and Development of Directors The NC and the Board assess the training needs of each of its Directors on an on-going basis, by determining areas that would best strengthen their contributions to the Board. Orientation and familiarisation programmes that include visits to the Group’s business operations and meetings with key management, where appropriate, are organised for newly-appointed Directors to facilitate their understanding of the Group’s operations and businesses. Regular talks are scheduled on various topics for the Board and these sessions are held together with Management in order to encourage open discussion and comments. Throughout the financial year under review, regular briefings/updates (some by external advisers) on various subjects such as operational, legal, regulatory, technology and human resources were held at Board, pre-Board and other sessions. The Directors have also participated in various internally organised programmes to enhance their understanding of specific industry or market issues and trends. Regular dinner talks such as corporate culture, industry, organisational and talent, execution and stakeholder dialogues have been part of the Maxis Board agenda and this will continue into 2014 and beyond with greater intensity. Members of the Management team have been invited to these sessions to foster positive board- management dynamics. Where necessary, the Directors have also participated in various external training programmes which they have collectively or individually considered as useful for them to discharge their responsibilities. The Board has taken steps to ensure that its members have on-going access to appropriate continuing education programmes. The Company Secretary facilitates the organisation of internal training programmes and keeps Directors informed of relevant external training programmes. All of the Directors have undergone training during the financial year. All internal and external training programmes attended by Directors are maintained by the Company Secretary. Details of the external conferences/ workshops and internally organised programmes (apart from Board briefings) in which members of the Board have participated during the year 2013 are listed in Annexure 1 of this Statement. CORPORATE GOVERNANCE Continued