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57
Maxis Berhad
Annual Report 2014
Employee Share Option Scheme (“ESOS”) Committee
In addition to the three principal committees, the Board also established an ESOS Committee on 20 April 2011 with delegated
authority to administer the ESOS and to decide on all relevant matters incidental thereto in accordance with the ESOS Bye-Laws
including, but not limited to, the power to determine the criteria for eligible employees, the entitlement for eligible employees and
the granting of options to such eligible employees.
Allocations to Directors, if any, shall be reviewed and recommended by the RC and then approved by the Board as a whole with the
relevant individual Director abstaining in respect of his individual allocation and subject to the approval of the shareholders of the
Company at a general meeting. To date none of the directors have been granted options.
The ESOS Committee consists of the following Directors:
• Tan Sri Mokhzani bin Mahathir (Independent Non-Executive Director and Chairman of the ESOS Committee);
• Augustus Ralph Marshall (Non-Executive Director);
• Morten Lundal (Executive Director and Chief Executive Officer).
In undertaking its responsibilities, the ESOS Committee will give due consideration to:
(i) the overall financial performance of the Company relative to the business plan agreed by the Board;
(ii) the competitiveness of the total compensation package for each grade of employee;
(iii) the individual contribution and strategic importance of current and potential key senior employees;
(iv) changes in the regulatory framework governing share option grants to employees; and
(v) the ESOS Bye-Laws of the Company as approved by the shareholders.
The ESOS Committee meets as and when necessary at least once in every calendar year and can also make decisions by way of
circular resolutions.
The ESOS Committee met once during the financial year ended 31 December 2014 with all members attending the meeting. The
ESOS Committee reviewed and discussed the terms, criteria and overall assessment for the ESOS allocation for eligible employees.
Remuneration of Directors and Senior Management
The objectives of the Group’s policy on Directors’ remuneration are to ensure that formal and transparent remuneration policies
and procedures have been put in place to attract and retain Directors of the calibre needed to run the Group successfully. In Maxis,
the component parts of remuneration for the Executive Directors are structured so as to link rewards to corporate and individual
performance. In the case of Non-Executive Directors, the level of remuneration reflects the experience, expertise and level of
responsibilities undertaken by the particular Non-Executive Director concerned.
1. Remuneration procedures
The RC recommends to the Board, the policy and framework of the Directors’ remuneration and the remuneration package
for the Executive Director (who is also the CEO) and Maxis Management Team (“MMT”). In recommending the Group’s
remuneration policy, the RC may receive advice from external consultants. It is nevertheless the ultimate responsibility of the
Board to approve the remuneration of the Directors, the CEO and MMT.
The RC also reviews the overall performance of the Company and the specific KPIs of the CEO and MMT. In determining the
bonus, the RC reviews their performance based on the overall performance of the Company, and the specific KPIs. Unless
otherwise determined by an ordinary resolution of the Company in a general meeting, the total fees of all Directors in any
year shall be a sum not exceeding in aggregate RM6,000,000.00 and divisible among the Directors as they may agree, or in
the absence of an agreement, divided equally. The determination of the remuneration packages of Non-Executive Directors
(whether in addition to or in lieu of their fees as Directors), is a matter for the Board as a whole. Individual Directors do not
participate in decisions regarding their own remuneration package.
Corporate
Governance
