56
Maxis Berhad
Annual Report 2014
Each of the Terms of Reference of the Committees can be found at
Board Committees
• All Board Committees consist of members who are Non-Executive Directors, a majority of whom are independent.
• The terms of reference of all Board Committees can be viewed on the Company’s website.
• All Board Committees meet as and when necessary and decisions on recommendations can also be made via circular resolutions.
• In carrying out its duties and responsibilities, the Board Committees have:
(i) full, free and unrestricted access to any information, records, properties and personnel of the Maxis Group; and
(ii) the power to obtain independent professional advice and expertise necessary in order to enable them to discharge their
duties effectively for the performance of its duties.
• All members of the Board Committees have access to the advice and services of the Company Secretary.
Meetings and activities of the Board Committees
Audit Committee (“AC”)
The details of meetings and activities of the AC can be found in the Audit Committee Report on pages 65 to 68 of this Annual Report.
Nomination Committee (“NC”)
The NC met five times during the financial year 2014 and all members of the Committee attended all meetings.
During the financial year 2014, the NC has undertaken the following activities:
(i) Reviewed the proposed format of the Self-Assessment of individual Directors;
(ii) Considered the appointment of new Directors and members of the Committee;
(iii) Reviewed the composition of the Board and the Board Committees;
(iv) Annual Assessment of the Independent Directors;
(v) Considered the timetable, process and methodology and outcome of the assessment of the Board, Directors and Board
Committees and Directors’ training for 2014; and
(vi) Trainings required by the Board members.
During the year, the Company did not engage any external party in respect of the annual review of the Board and/or individual
Director or Board Committees.
Remuneration Committee
• During the financial year ended 31 December 2014 the Remuneration Committee (“RC”) met three times and all members of
the Committee (except Dr. Fahad Hussain S. Mushyat) attended the meetings.
• During the year, the RC reviewed its Terms of Reference, new organisation structure, CEO’s recommendations for the bonus
and performance of the Senior Management Team and also proposal for Long-Term Incentive for Top Management.
Corporate
Governance
