Maxis Berhad
Annual Report 2015
page
44
Corporate Governance
The Malaysian Code of Corporate Governance 2012 (“the Code”) sets a strong foundation for Directors, Boards and Committees to
carry out their roles effectively, promote timely and balanced disclosure, safeguard the integrity of financial reporting, emphasise the
importance of risk management and internal controls and encourage shareholders’ participation in general meetings.
The Board is pleased to confirm compliance with the Principles of the Code during the financial year ended 31 December 2015 which
was approved by the Board on 26 February 2016.
I. ROLES AND RESPONSIBILITIES OF THE BOARD
Board Charter & Roles and Responsibilities
The Board Charter (accessible at
continues to provide reference for Directors in relation to the
Board’s role, powers and duties and functions, processes and procedures for the Board and its Committees in discharging its
stewardship effectively and efficiently. There is clear delegation of authority to Chief Executive Officer (“CEO”) and Management
in place as specified in Maxis’ Manual of Limits of Authority (“LOA”). Business affairs of the Group are governed by the LOA. Any
non-compliance is brought to the attention of Management, Audit Committee and/or the Board for effective supervisory decision-
making and proper governance.
Directors are aware of their duties and responsibilities and time commitment as a Director. The Board Charter serves as a point of
reference and assessment of Directors’ performance, and also as primary induction literature for prospective Board members.
The Board Charter is reviewed and updated periodically to ensure that any updates on relevant laws and regulations are duly
incorporated.
The Board assumes the following duties and responsibilities:
• Reviewing, adopting and monitoring the implementation of a strategic business plan for the Group;
• Overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed. This includes
ensuring that there are measures in place against which Management’s performance can be assessed;
• Identifying principal risks and ensuring the implementation of appropriate systems to manage and mitigate these risks;
• Succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing key
Management;
• Developing and implementing an investor relations programme or a shareholder communications policy for the Group and
encouraging the use of information technology for effective dissemination of information;
• Reviewing the adequacy and integrity of the Group’s systems of internal control and of management information, including
ensuring that a sound risk management framework, reporting framework and systems for compliance with applicable laws,
regulations, rules, directives and guidelines are in place; and
• Reviewing, adopting and implementing appropriate corporate disclosure policies and procedures.
During the financial year, the Board had discussions, deliberations and review of:
• Maxis’ detailed business, operational and financial performance which include review of the Group’s core business
• Customer service
• Financial results, proposed dividends and investor relations briefings
• Network and Information Technology systems updates
• Regulatory updates and industry trends
• People and Organisation updates which included updates on movement of personnel, key performance indicators, employee
engagement and succession, talent and retention planning
• Risk management and internal controls
• Establishment of the Long Term Incentive Plan
• Annual Operating Plan 2016
• Specific corporate and operational matters for the Board’s approval
• Reports on dealings by Directors and principal officers, and Directors’disclosures pursuant to Sections 131 and 135 of the
Companies Act 1965
