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59
Maxis Berhad
Annual Report 2014
Name of Directors
Fee (RM)
Benefit in Kind (RM) Total Amount (RM)
Fraser Mark Curley
Note 3
168,441
-
168,441
Augustus Ralph Marshall
266,479
-
266,479
Chan Chee Beng
Note 2
98,602
8,040
106,642
Lim Ghee Keong
Note 3
174,920
-
174,920
Alvin Michael Hew Thai Kheam
250,000
-
250,000
Morten Lundal (Executive Director)
Note 1
Notes:
(1) The Executive Director’s remuneration can be found on page 120 of this Annual Report.
(2) Retired/resigned during the year 2014.
(3) Appointed during the year 2014.
(4) Save as disclosed above, no other remuneration has been paid to the Directors by the Company and/or its subsidiaries.
III. BOARD BALANCE AND INDEPENDENCE
There are 11 members of the Board, comprising an Executive Director (who is also the CEO) and 10 Non-Executive Directors
(including the Chairman). Four of the Non-Executive Directors including the Chairman are independent and hence fulfil the
prescribed requirements for one-third of the membership of the Board to be Independent Board Members. The Board comprises
members of high calibre and integrity from diverse professional backgrounds, skills, extensive experience and knowledge in the
areas of telecommunications, information technology, entertainment, finance, business, general management strategy, sales and
distribution as well as human resources as required for the successful direction of the Group.
With its diversity of skills, the Board has been able to provide clear and effective collective leadership to the Group and has brought
informed and independent judgment to the Group’s strategy and performance to ensure that the highest standards of conduct and
integrity are always at the core of the Group. None of the Non-Executive Directors participate in the day-to-day management of
the Group.
The presence of the Independent Non-Executive Directors is essential in providing unbiased and impartial opinion, advice and
judgment to Board deliberations to ensure that the interests, not only of the Group, but also of its shareholders, employees,
customers, suppliers and other communities in which the Group conducts its business are well represented and taken into account.
The Independent Non-Executive Directors thus play a key role in corporate accountability. The assessment of the independence of
each of its Independent Non-Executive Directors is undertaken twice a year according to set criteria as prescribed by the MMLR.
As part of the Board’s yearly appraisal and self-assessment, the Board is of the view that its size is adequate for the effective
discharge of its functions and responsibilities. As recommended by the Code, the tenure of Directorship should form also part of
the assessment criteria for independence of a Director. The relevant process and procedures have been provided for in the Board
Charter and terms of reference of the NC. In the event that shareholders’ approval is sought to enable an independent director
to retain his designation as an independent director after having served a tenure of nine years, the NC is tasked to assess and
assist the Board in recommending and providing justification for shareholders’ consideration and approval in such instances. The
Independent Directors also meet the criteria of independence.
A brief description of the background of each Director is contained in the “Board of Directors Profiles” section as set out on pages
30 to 36 of this Annual Report.
Corporate
Governance
