54
Maxis Berhad
Annual Report 2014
Re-election of Directors
In accordance with the Company’s Articles, all Directors who are appointed may only hold office until the next following Annual
General Meeting (“AGM”) subsequent to their appointment and shall then be eligible for re-election but shall not be taken into account
in determining the Directors who are to retire by rotation at that AGM. The Articles also provide that one-third of the Directors, or if
their number is not three or a multiple of three, then the number nearest to one-third, are subject to retirement by rotation at every
AGM but are eligible for re-election provided always that all Directors including the Managing Director and Executive Directors shall
retire from office at least once in every three years. Pursuant to Section 129 of the Companies Act, 1965, the office of a director
of or over the age of 70 years becomes vacant at every AGM unless he is reappointed by a resolution passed at such an AGM of
which no shorter notice than that required for the AGM has been given and the majority by which such resolution is passed is not
less than three-fourths of all members present and voting at such AGM.
Fraser Mark Curley and Lim Ghee Keong, who were appointed as Directors on 8 May 2014, shall hold office until the forthcoming
AGM scheduled to be held on 28 April 2015, and are eligible for re-election pursuant to Article 121 of the Company’s Articles, whilst
Directors who are due for retirement by rotation and eligible for re-election pursuant to Article 114 of the Company’s Articles at
the forthcoming AGM are Raja Tan Sri Dato’ Seri Arshad Bin Raja Tun Uda, Tan Sri Mokhzani Bin Mahathir and Alvin Michael Hew
Thai Kheam.
An assessment of the independence of all independent Directors including Raja Tan Sri Dato’ Seri Arshad Bin Raja Tun Uda and Tan
Sri Mokhzani Bin Mahathir was undertaken as part of the Board’s assessment in 2014. The Nomination Committee and the Board
considered the assessment results of the independence of Raja Tan Sri Dato’ Seri Arshad Bin Raja Tun Uda and Tan Sri Mokhzani
Bin Mahathir which was undertaken pursuant to criteria as prescribed by the MMLR and Code and are satisfied that they meet the
criteria for independence. Raja Tan Sri Dato’ Seri Arshad Bin Raja Tun Uda and Tan Sri Mokhzani Bin Mahathir were appointed as
Directors on 16 October 2009 and both do not exceed the tenure of nine years.
The profiles of the Directors who are due for re-election are set out on pages 30 to 36 of this Annual Report. The Board has
considered the assessment of the five (5) Directors standing for re-election and collectively agree that they meet the criteria of
character, experience, integrity, competence and time to effectively discharge their respective roles as Directors as prescribed by
the MMLR.
The Board delegates certain responsibilities to the respective Committees of the Board which operate within clearly defined terms
of reference and limits of authority. These Committees have the authority to examine particular issues and report their proceedings
and deliberations to the Board. On Board reserved matters, Committees shall deliberate and thereafter state their recommendations
to the Board for its consideration.
During Board meetings, the Chairmen of the various Committees provide summary reports of the decisions and recommendations
made at respective committee meetings, and highlight to the Board any further deliberation that is required to take place at Board
level. These Committee reports and deliberations are incorporated into the minutes of the Board meetings.
Board Diversity Policy
The Board recognises that diversity in its composition is critical in ensuring its effectiveness and good corporate governance.
A truly diverse board will include and make use of the variation in the age, skills, experience, background, gender, ethnicity and
nationality of its members to ensure effective governance and robust decision making by the Board. The Nomination Committee and
Board regularly reviews the composition of the Board to ensure the proper discharge of its functions and obligations.
Underpinning the Maxis Board Diversity Policy is Maxis’ commitment to ensuring that all Directors are appointed on merit, in line
with the standards as set out in Para 2.20A of the MMLR. The background of each Director can be found on pages 30 to 36 which
demonstrates the Board’s diversity policy.
Corporate
Governance
