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Overview Our Business
Strategic Review
Corporate Governance
Financial Statements
Other Information
Corporate Governance
Each of the items presented to the Board for review and/or approval were deliberated upon and discussed extensively prior to
the Board’s decision. Management were invited to join Board meetings to provide explanation or engage in dialogue with Board
members. In line with a culture that encourages open discussions, Directors raise queries or seek clarification in advance and/or
at the meetings. The Chairman allows sufficient time at the end of each agenda item for questions prior to the formal decision. All
deliberations, discussions and decisions of the Board meetings are minuted and recorded accordingly.
The respective roles and responsibilities of the Board and Management have been clearly defined both as set out in the Board
Charter and LOA. The following matters (including changes to any such matters) require approval from the Board, except where they
are expressly delegated by the Board to a Committee, the Chairman, CEO or another nominated member of the Management team:
• Approval of corporate/strategic directions/plans and programmes;
• Approval of annual budgets, including major capital commitments and capital expenditure budgets;
• Approval of new ventures;
• Approval of material acquisitions, and disposals of undertakings and properties or any significant Maxis Group expenditure
which exceeds the authority limits delegated to the CEO or the Chief Financial and Strategy Officer (“CFSO”) or members of
Management;
• Changes to the management and control structure within the Company and its subsidiaries, including key policies and
delegated authority limits;
• Appointment of all other Board members, Board Committee members, CEO and the Company Secretary;
• Any matters in excess of any discretions that may have been delegated from time to time to the CEO and Management,
including in relation to credit transactions, market risk limits and expenditures; and
• Any matters and/or transactions that fall within the ambit of the Board pursuant to the Companies Act, 1965, the Main Market
Listing Requirements of Bursa Securities (“MMLR”), Maxis’ Articles of Association (“Articles”), Terms of Reference of the
respective Board Committees, the Group’s LOA Manual (such as transactions with value in excess of RM60 million and Long
Range Plan) or any other applicable rule.
Please also refer to to the Board’s right to access for information on page 46.
Code of Business Practice
The Group’s Code of Business Practice (“the Code of Business Practice”) which is periodically reviewed by the Board applies to all
Directors and all employees of the Group who are required to affirm, their commitment to observing its prescriptions. It serves as
documentation of the Directors’ and employees’ commitment to do business in a manner that is efficient, ethical, effective and fair,
and is meant to be a reference point for all Directors and all levels of employees as well as for all parties that engage in business
dealings with the Group.
The Code of Business Practice is a guide to assist the Group’s Directors and all levels of employees in living up to the Group’s high
ethical business standards, and provides guidance on conduct when dealing with other parties doing business with the Group. The
Code sets out and identifies the appropriate communication and feedback channels which facilitate whistle-blowing. Please refer
to the section on whistle-blowing on page 55.
The Code of Business Practice is available on
Promoting Sustainability
The Board has taken steps to ensure that the Group’s strategies continue to promote sustainability, with attention given to
environmental, social and governance (“ESG”) aspects of the Group’s business. The Board has approved Maxis’ Corporate
Responsibility (“CR”) framework in 2011 which clearly outlines Maxis’ CR mission, strategic pillars, philosophies and governance
structure. The CR framework is being realigned to reflect current business goals. With the CR framework, we have a structured
approach in delivering the Company’s CR efforts in the marketplace, workplace, community and environment. Maxis’ 2013/2014
Sustainability Report is available for download at
Board meetings and access to information
The Board meets at least four times a year, with additional meetings convened on an ad-hoc basis as and when the Board’s
approval and guidance are required. Directors are given due notice of proposed meetings before the end of the preceding financial
year. This allows Directors to plan ahead and to maximise their participation. The agenda is set in consultation with the Chairman
and the CEO.
