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51
Maxis Berhad
Annual Report 2014
• approval of material acquisitions, and disposals of undertakings and properties or any significant Maxis Group expenditure
which exceeds the authority limits delegated to the CEO or the Chief Financial and Strategy Officer (“CFSO”) or members of
Management.
• changes to the management and control structure within the Company and its subsidiaries, including key policies and delegated
authority limits;
• appointment of all other Board members, Board Committee members, CEO and the Company Secretary;
• any matters in excess of any discretions that it may have delegated from time to time to the CEO and Management, including in
relation to credit transactions, market risk limits and expenditures; and
• any matters and/or transactions that fall within the ambit of the Board pursuant to the Companies Act, 1965, the Main Market
Listing Requirements of Bursa Securities (“MMLR”), Maxis’ Articles of Association (“Articles”), Terms of Reference of the
respective Board Committees, Group’s Limits of Authority (“LOA”) Manual (such as transactions with value in excess of RM60
million and Long Range Plan) or any other applicable rule.
The Directors have delegated limits of authority to the CEO and Management as specified in the Group’s LOA Manual. Adherence
to the LOA is reported to the Audit Committee.
Code of Business Practice
The Group’s Code of Business Practice (“the Code of Business Practice”) which is periodically reviewed by the Board applies
to all Directors and all employees of the Group who are required to affirm, on a yearly basis, their commitment to observing its
prescriptions. It serves as documentation of the Directors’ and employees’ commitment to do business in a manner that is efficient,
ethical, effective and fair, and is meant to be a reference point for all Directors and all levels of employees as well as for all parties
that engage in business dealings with the Group.
The Code of Business Practice is a guide to assist the Group’s Directors and all levels of employees in living up to the Group’s
high ethical business standards, and provides guidance on the way employees should conduct themselves when dealing with other
parties doing business with the Group. It also sets out and identifies the appropriate communication and feedback channels which
facilitate whistle-blowing. Please refer to the sections on whistle-blowing on page 64.
A summary of the Code of Business Practice is available on
.
Promoting Sustainability
The Board has taken steps to ensure that the Group’s strategies continue to promote sustainability, with attention given to
environmental, social and governance (“ESG”) aspects of the Group’s business. The Board has approved Maxis’ Corporate
Responsibility (“CR”) framework in 2011 which clearly outlines Maxis’ CR mission, strategic pillars, philosophies and governance
structure. The CR framework provides a clear guiding principle in implementing CR programmes that are consistent with the
Company’s strategic goals and facilitates a structured approach in delivering the Company’s efforts in the marketplace, workplace,
community and environment. Maxis’ 2013/2014 Sustainability Report is available for download at
.
Board meetings and access to information
The Board meets at least four times a year, with additional meetings convened on an ad-hoc basis as and when the Board’s approval
and guidance are required. All directors are given due notice of proposed dates of meetings during the financial year and standard
agenda and matters to be tabled to the Board. Meetings are set before the beginning of the year to allow Directors to plan ahead
and to maximise their participation. The Agenda is set in consultation with the Chairman and the CEO.
Corporate
Governance
