60
Maxis Berhad
Annual Report 2014
Division of roles and responsibilities between the Chairman and the CEO
The Board appreciates the distinct roles and responsibilities of the Chairman of the Board and the CEO. This division ensures that
there is a clear and proper balance of power and authority. As such, the role of the Chairman and CEO is separate and this division
of roles is made clear in the Board Charter. In addition to the above, the Chairman was not previously a CEO of the Company.
The Chairman’s main responsibility is to ensure effective conduct of the Board and that all Directors, both Executive and Non-
Executive, have unrestricted and timely access to all relevant information necessary for informed decision-making. The Chairman
encourages participation and deliberation by all Board members to enable the wisdom of all the Board members to be tapped and
to promote consensus building as much as possible.
The CEO has overall responsibilities over the Group’s operational and business units, organisational effectiveness and implementation
of Board policies, directives, strategies and decisions. In addition, the CEO also functions as the intermediary between the Board
and Management.
Matters which are reserved for the Board’s approval and delegation of powers to the Board Committees, the CEO and Management
are expressly set out in an approved framework on limits of authority. Business affairs of the Group are governed by the Group’s
LOA Manual. The Board is guided by the Board Charter (please refer to Section 1 of this statement). Any non-compliance issues are
brought to the attention of Management, Audit Committee and/or the Board, for effective supervisory decision-making and proper
governance.
As the Group is expanding and its business growing, the division of authority is constantly reviewed to maintain the best levels of
management efficiency and performance.
IV. COMMITMENT OF THE BOARD
All Board members shall notify the Chairman of the Board before accepting any new directorships in any other organisation. The
notification shall include an indication of time commitment required under the new appointment as recommended by the Code.
Training and Development of Directors
The NC and the Board assess the training needs of each of its Directors on an ongoing basis, by determining areas that would best
strengthen their contributions to the Board.
Orientation and familiarisation programmes that include visits to the Group’s business operations and meetings with key management,
where appropriate, are organised for newly appointed Directors to facilitate their understanding of the Group’s operations and
businesses. Regular talks are scheduled on various topics for the Board and these sessions are held together with Management in
order to encourage open discussion and comments.
Throughout the financial year under review, regular briefings/updates (some by external advisers) on various subjects such as
industry trends, operational, legal, regulatory, technology and organisational and talent were held at Board meetings and other
sessions have been part of the Maxis Board agenda and this will continue into 2015 and beyond with greater intensity.
Directors have also participated in various external training programmes which they have collectively or individually considered as
useful for them to discharge their responsibilities.
Corporate
Governance
