Maxis Berhad | Annual Report 2013

OVERVIEW OUR BUSINESS STRATEGIC REVIEW CORPORATE GOVERNANCE FINANCIAL STATEMENTS Maxis Berhad Annual Report 2013 OTHER INFORMATION 55 As at the date of the Report, all Directors have attended and completed the Mandatory Accreditation Programme (“MAP”) prescribed by Bursa Malaysia. Morten Lundal who was appointed a Director and Chief Executive Officer of the Company on 1 October 2013 has completed his MAP on 15 and 16 January 2014 and Hamidah Naziadin who was appointed on 1 February 2014 has completed her MAP on 5 and 6 March 2014, which is within the prescribed period of four months from the date of their appointment. V. BOARD INTEGRITY IN FINANCIAL REPORTING, RISK RECOGNITION AND MANAGEMENT ACCOUNTABILITY AND AUDIT 1. Financial reporting In presenting the annual financial statements and quarterly announcement of results to shareholders, the Directors will endeavour to present a clear, balanced and comprehensive assessment of the Group’s financial position, performance and prospects. This also applies to other price-sensitive public reports and reports to regulators. The assessment is provided in this Annual Report through the Directors’ Responsibility Statement as set out on page 67 of the Annual Report. 2. Related Party Transaction (“RPT”) The Group has put in place review and approval processes and procedures for RPT to ensure that the transaction prices, terms and conditions of the agreement and the quality of the products/services are comparable with those prevailing in the market. The quality of the products/services must meet industry standards. The transaction should be entered into on normal commercial terms, and on terms that are consistent with the Group’s usual business practices and policies. This will ultimately ensure that the terms of the transactions are not favourable to the related party and are not detrimental to the minority shareholders of the Group. The RPT review and approval processes and procedures focus on four areas: (i) Create RPT Awareness All Heads of business units, Finance, Legal, Company Secretary and Internal Audit teams are made aware of all related parties to enable the Group to capture information on RPTs at source. (ii) RPT approval process All RPTs (irrespective of their values) must be tabled to the AC for review and to the Board for approval. Any new RPT proposed for the AC’s recommendation and the Board’s approval will be reviewed by various internal parties including the Company Secretary, Finance and Internal Audit departments, all of which are tasked with monitoring and reviewing transactions before the Board paper is submitted to the AC and the Board. Where transactions are on single source quotation and where benchmarking is not possible, justification by business units must be provided to ensure that the transactions are at arm’s length basis, not favourable to the related party and not detrimental to the minority shareholders. Interests of Directors and conflict of interests are disclosed to the AC and the Board and the interested Directors will abstain from deliberating and voting on the RPT. The non-interested Directors of the Board will consider the transaction as proposed in the Board paper and if deemed appropriate, approve the RPT upon recommendation by the AC. In respect of the recurrent related party transactions (“RRPTs”) which are within the shareholders’ mandate (“Mandate”) obtained at the Company’s Extraordinary General Meeting, additional review and approval procedures are adopted. Any individual RRPTs exceeding RM60 million each in value will be reviewed and considered by the AC prior to recommendation to the Board for approval, before the transaction can be entered into. Any variations to the terms and conditions of the individuals RRPTs will be reviewed and approved in accordance with the Company’s Limits of Authority.