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Overview Our Business
Strategic Review
Corporate Governance
Financial Statements
Other Information
Corporate Governance
Board Protocol and Time Commitment
The Board has in place the following protocols:
1.
Informing the Chairman before accepting new directorships and providing assurance to the Chairman that the Director
concerned would be able to fulfil time commitments to Maxis.
2. Ensuring time commitment from Directors for meetings, circular resolutions, decisions and updates/briefings.
3. Board and Committee meetings and general meetings for each calendar year are scheduled before the end of the preceding
financial year and locked in diaries of the Directors.
4. The Chairman spends one-on-one time with each Director on a regular basis and is easily accessible to all Directors and the
Secretary.
5. The Senior Independent Director is easily accessible to Directors.
6. Use of technology to facilitate information and papers to the Board and for ease of the Board’s response eg via software/apps
for the Board to download e-Board papers and e-Questionnaires for the Board, Individual and Board Committee assessments
and decisions/responses required.
7. None of the Directors have more than 5 directorships in public listed companies.
Company Secretary
The Board is supported by the Company Secretary who facilitates overall compliance with the MMLR and Companies Act, 1965 and
other relevant laws and regulations. In performing this duty, the Company Secretary carries out, among others, the following tasks:
• Statutory duties as specified under the Companies Act, 1965 and MMLR;
• Facilitating and attending Board and Board Committee meetings and ensuring that the Board meetings are properly convened
and proceedings are properly recorded;
• Ensuring timely communication of Board level decisions to Management;
• Ensuring that all appointments to the Board and Committees are properly made;
• Maintaining records for the purposes of meeting statutory obligations;
• Facilitating the provision of information as may be requested by the Directors from time to time and ensuring adherence to
Board policies and procedures; and
• Supporting the Board and Management
The Company Secretary, who has 22 years’ company secretarial experience, is a qualified lawyer, with post graduate
qualifications. In addition to the qualifications from Institute of Chartered Secretaries and Administrators, she is licensed by the
Registrar of Companies to act as a Company Secretary. She also holds a Certified Diploma in Accounting & Finance from the
Association of Chartered Certified Accountants.
II. BOARD STRENGTH AND EFFECTIVENESS
Appointments to the Board
The Nomination Committee (“NC”) makes independent recommendations for appointments to the Board, based on criteria which
they develop, maintain and review. The NC may consider the use of external consultants in the identification of potential Directors.
In making these recommendations, the NC assesses the suitability of candidates, taking into account the Board’s required mix
of skills, knowledge, expertise and experience, professionalism, integrity, competencies, time commitment and other qualities
of the candidates, before recommending their appointment to the Board for approval. The Board makes clear at the outset its
expectations of its new Directors in terms of their time commitment as recommended by the Code, and those appointments to
other directorships are notified to the Chairman.
Re-election of Directors
In accordance with the Company’s Articles, all Directors who are appointed may only hold office until the next following Annual
General Meeting (“AGM”) subsequent to their appointment and shall then be eligible for re-election but shall not be taken into
account in determining the Directors who are to retire by rotation at that AGM.
The Articles also provide that one-third of the Directors, or if their number is not three or a multiple of three, then the number
nearest to one-third, are subject to retirement by rotation at every AGM but are eligible for re-election provided always that all
Directors including the Managing Director and Executive Directors shall retire from office at least once in every three years.
Pursuant to Section 129 of the Companies Act, 1965, the office of a Director of or over the age of 70 years becomes vacant at
every AGM unless he is reappointed by a resolution passed at such an AGM of which no shorter notice than that required for the
AGM has been given and the majority by which such resolution is passed is not less than three-fourths of all members present and
voting at such AGM.
