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53
Maxis Berhad
Annual Report 2014
• Reports of meetings of all committees of the Board including matters requiring the full Board’s deliberation and approval;
• Performance reports of the Group, which include information on financial, industry and strategic business issues and updates;
• Major operational, financial, technical, legal, regulatory and corporate issues;
• Technological developments and updates;
• Reports on risk management;
• Reports on human capital, organisational and talent management; and
• Board papers for other matters for discussion/approval.
Additionally, the Board is furnished with ad-hoc reports to ensure that it is apprised of key business, financial, operational, corporate,
legal, regulatory and industry matters, as and when the need arises. Management are also invited to join Board meetings to provide
explanation or engage in dialogue with Board members as may be required. All deliberations, discussions and decisions of the
Board meetings are minuted and recorded accordingly.
The Directors also have full and unrestricted access to the advice and services of the Head of Legal, Head of Internal Audit and
Company Secretary in addition to other members of Management. Each of the individual Directors is constantly advised and updated
on statutory and regulatory requirements pertaining to their duties and responsibilities. Members of the Board may collectively or
individually consult advisers and, where necessary, seek external and independent professional advice and assistance from experts
in furtherance of their duties at the Group’s expense.
Company Secretary
The Board is supported by the Company Secretary who facilitates overall compliance with the MMLR and Companies Act, 1965 and
other relevant laws and regulations. In performing this duty, the Company Secretary carries out, among others, the following tasks:
• Statutory duties as specified under the Companies Act, 1965 and MMLR;
• Facilitating and attending Board and Board Committee meetings and ensuring that the Board meetings are properly convened
and proceedings are properly recorded;
• Ensuring timely communication of Board level decisions to Management;
• Ensuring that all appointments to the Board and Committees are properly made;
• Maintaining records for the purposes of meeting statutory obligations;
• Facilitating the provision of information as may be requested by the Directors from time to time; and
• Supporting the Board in ensuring adherence to Board policies and procedures.
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, and those appointments to other directorships
are notified to the Chairman.
Corporate
Governance
