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Overview Our Business
Strategic Review
Corporate Governance
Financial Statements
Other Information
During the year, the Board Committees were, inter alia, assessed based on their roles and scope, frequency and length of
meetings, supply of sufficient and timely information to the Board and also their overall effectiveness and efficiency in discharging
their function. During the year, the Board of Directors, in accordance with Para 15.20 of the MMLR also reviewed the terms of
office and performance of the Audit Committee (“AC”) and each of the members and was satisfied that the Audit Committee and
members have carried out their duties in accordance with their terms of reference.
The individual Directors each undertook self-assessment of their individual performance during the financial year ended 31
December 2015 based on the criteria as prescribed under Para 2.22A of MMLR of character, experience, integrity, competence
and time in order to discharge their respective roles as Directors of Maxis Berhad.
Board Committees
• All Board Committees consist of majority Independent Non-Executive Directors.
• The terms of reference of Board Committees can be viewed on the Company’s website.
• All Board Committees meet as and when necessary and decisions on recommendations can also be made via circular
resolutions.
• In carrying out its duties and responsibilities, the Board Committees have full, free and unrestricted access to any information,
records, properties and personnel of the Maxis Group and the power to obtain independent professional advice and expertise
necessary in order for them to discharge their duties effectively.
• All members of the Board Committees have access to the advice and services of the Company Secretary.
The name, members, Terms of Reference and activities of the Board Committees can be found in the following table:-
Name of the
Committee
Members
Terms of Reference (“ToR”)
Activities
1 Audit Committee
(“AC”)
RB (Chairman), TMM,
HN, LGK and MAH
Refer to link
com.my/corp
Please refer to the AC Report on pages 58 to 60 of
this Annual Report
2 Remuneration
Committee (“RC”)
TMM (Chairman), RB,
HN and FMC
• The RC met three times in 2015 . All meetings
were attended by all members
• The Meetings discussed amongst other
things, the establishment of the Long Term
Incentive Plan, CEO’s remuneration, and CEO’s
recommendations for the Maxis Management
Team’s remuneration
3 Nomination
Committee (“NC”)
TSDSA (Chairman),
TMM and RB
• The NC met three times in 2015
• All meetings were attended by all members
• Among the activities considered by the NC
during the year were the appointment of Mr
Mohammed Abdullah K. Alharbi as a Director,
Board and Committee compositions, Board
Diversity Policy, the process, methodology and
outcome for Annual Board, Board Committee and
individual Director assessments, compliance with
the Code and training requirements of the Board
4 ESOS/LTIP
Committee
TMM (Chairman), HN
and ML
• The Committee did not meet in 2015. The
decisions were recorded by a circular of
resolution in writing and was passed to the
ESOS/LTIP Committee
Remuneration of Directors and Maxis Management Team
The objectives of the Group’s policy on Directors’ remuneration are to ensure that formal and transparent remuneration policies
and procedures have been put in place to attract and retain Directors of the calibre needed to run the Group successfully. In Maxis,
the component parts of remuneration for the Executive Directors are structured so as to link rewards to corporate and individual
performance. In the case of Non-Executive Directors, the level of remuneration reflects the experience, expertise and level of
responsibilities undertaken by the Non-Executive Director concerned.
Corporate Governance
