Maxis Berhad
Annual Report 2015
page
48
Mohammed Abdullah K. Alharbi (appointed as Director on 29 May 2015) and Robert Alan Nason (appointed as a Director on
7 March 2016), shall hold office until the forthcoming AGM scheduled to be held on 20 April 2016, and are eligible for re-election
pursuant to Article 121 of the Company’s Articles, whilst Directors who are due for retirement by rotation and eligible for
re-election pursuant to Article 114 of the Company’s Articles at the forthcoming AGM are Hamidah Naziadin and Morten Lundal.
Robert William Boyle however, has given notice that he will not be seeking re-election. Hence, he will retain office until the close of
the AGM.
An assessment of the independence of all independent Directors including Hamidah Naziadin and Robert Alan Nason was
undertaken as part of the Board’s assessment in 2015 and at the time of appointment respectively. The Nomination Committee and
the Board had carried out an assessment of the independence of Hamidah Naziadin and Robert Alan Nason pursuant to criteria
as prescribed by the MMLR and Code and are satisfied that they meet the criteria for independence. Hamidah Naziadin and Robert
Alan Nason were appointed as Directors on 1 February 2014 and 7 March 2016 respectively and both do not exceed the tenure of
nine years.
The profiles of the Directors who are due for re-election are set out on pages 22 to 28 of this Annual Report. The NC and the
Board have considered the assessment of the four (4) Directors standing for re-election and collectively agree that they meet
the criteria of character, experience, integrity, competence and time to effectively discharge their respective roles as Directors as
prescribed by the MMLR.
The Board delegates certain responsibilities to the respective Committees of the Board which operate within clearly defined
terms of reference and limits of authority. These Committees have the authority to examine particular issues and report their
proceedings and deliberations to the Board. On Board reserved matters, Committees shall deliberate and thereafter state their
recommendations to the Board for its consideration.
During Board meetings, the Chairmen of the various Committees provide summary reports of the decisions and recommendations
made at respective committee meetings, and highlighted to the Board any further deliberation that were required by the Board.
These Committee reports and deliberations are incorporated into the minutes of the Board meetings.
Board Diversity Policy
The Board recognises that diversity in its composition is critical in ensuring its effectiveness and good corporate governance.
A truly diverse board will include and make use of the variation in the age, skills, experience, background, gender, ethnicity and
nationality of its members to ensure effective governance and robust decision making by the Board. The Nomination Committee
and Board regularly reviews the composition of the Board to ensure the proper discharge of its functions and obligations.
Underpinning the Maxis Board Diversity Policy is Maxis’ commitment to ensuring that all Directors are appointed on merit, in line
with the standards as set out in Para 2.20A of the MMLR. The background of each Director can be found on pages 22 to 28 which
demonstrates the Board’s diversity policy.
Board Effectiveness Assessment
The NC facilitates and organises the yearly Board Effectiveness Assessment for assessment and evaluation of the Board of
Directors, Board Committees and individual Directors. The objective of the exercise is to improve the Board and Committee’s
effectiveness, identify gaps, maximise strengths and address weaknesses. Self-assessment and peer assessment methodologies
are used, and issues put forth for assessment are presented in a customised questionnaire. There is a comments section for
Directors to provide feedback and suggestions.
The Chairman of the NC oversaw the overall evaluation process and responses were reviewed and analysed by the NC, before
being constructively tabled and communicated to the Board. In addition, the individual Directors also conducted self-assessments,
the results of which were also shared with the Board. The Board agreed on the action points moving forward.
The criteria on which assessment of the Board’s effectiveness were carried out was developed, maintained and reviewed by the
NC. They included, inter alia, each Director’s effectiveness, the Board’s and Board Committees’ composition, Board’s roles and
responsibilities, performance which comprises strategy planning and performance, risk and human capital management, regulatory
requirements, Board communications and conduct of the Board and Board Committees.
Corporate Governance
