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GOVERNANCE
Axiata Group Berhad | Annual Report 2016
109
ADDITIONAL COMPLIANCE
INFORMATION
1.
Non-Audit Fees
[Disclosed in accordance with Appendix 9C, Part A item 18, Main LR]
The amount of non-audit fees incurred for the services rendered to Axiata and the Group by its external auditors, Messrs PricewaterhouseCoopers
and its affiliated companies for the FY16 are RM3,636,160 and RM16,849,162 respectively.
Services rendered by PricewaterhouseCoopers are not prohibited by regulatory and other professional requirements, and are based on globally
practiced guidelines on auditors independence. PricewaterhouseCoopers was engaged in these services when their expertise and experience of
Axiata are important. It is also the Group’s policy to use the auditors in cases where their knowledge of the Group means it is neither efficient nor
cost effective to employ another firm of accountants.
2.
Material Contracts Involving Directors’/Major Shareholders’ Interest
[Disclosed in accordance with Appendix 9C, Part A item 21, Main LR]
There were no material contracts of Axiata and/or its subsidiaries involving directors’ and major shareholders’ interests either subsisting as at 31
December 2016 or entered into since the end of FY15.
3.
Utilisation of Proceeds
[Disclosed in accordance with Appendix 9C, Part A item 13, Main LR]
USD500 million MTN Sukuk was issued on 24 March 2016, and the utilisation of the proceeds is to fund merger and acquisition transaction.
4 Performance-Based Employee Share Option and Share Scheme
[Disclosed in accordance with Appendix 9C, Part A item 27, Main LR]
The Performance-Based ESOS was approved by its shareholders at an Extraordinary General Meeting held on 24 March 2009 and implemented on
16 April 2009. On 1 June 2011, Axiata’s shareholders had, at the 19th AGM, approved the amendments to the Bye-Laws of the Axiata Share Scheme
(Bye-Laws) to include a Restricted Share Plan and the same took effect from 15 July 2011. From thereon, Axiata started to offer Eligible Employees
the entitlement to receive RSA instead of ESOS Options.
Information on ESOS Options/RSA granted, vested, exercised and outstanding since the implementation of Axiata Share Scheme until FY16 are as
follows:-
•
Total Number of ESOS Options/RSA granted: 186,908,000 ESOS Options and 64,148,300 RSA
The ESOS Options and RSA granted shall be vested only upon the fulfilment of certain performance criteria by Axiata and individuals as at vesting
date. Senior and top management can only vest the RSA at the end of the third year, with potential multiplier effect on the number of shares to be
granted.
•
Total Number of RSA vested: 34,500,100
•
Total Number of ESOS Options exercised: 141,379,146
•
Total number of ESOS Options/RSA outstanding: 23,444,762 ESOS Options, 27,048,400 RSA
As provided below, with the exception of Tan Sri Jamaludin Ibrahim, Managing Director/President & Group Chief Executive Officer of Axiata, none of
the Directors of Axiata have been granted ESOS Options or RSA:-
Granted
Adjusted
Exercised/Vested
Outstanding
ESOS Options
RSA
RSA
1
ESOS Options
RSA ESOS Options
RSA
2
Tan Sri Jamaludin Ibrahim 4,301,700
1,716,700
489,200
1,146,900
827,700
3,154,800
1,378,200
Notes:
1
Adjusted refer to the additional number of shares vested due to multiplier effects or pro-rated shares offered at the time of vesting.
2
The number of RSP shares that may vest is 1,378,200 provided that the performance targets for vesting are met. If not met, the amount could be nil or a portion of the
amount. However, if the super stretched individual performance targets and the Group meeting superior company performance targets at the point of vesting are met,
up to 6,757,000 Axiata Shares may be vested to Tan Sri Jamaludin Ibrahim.
In accordance with the Bye-Laws, not more than 50% of the Company’s new ordinary shares made available under the Axiata Share Scheme shall be
allocated, in aggregate to Eligible Employees who are Executive Directors of the Company or any corporation within the Group or who are Senior
Management. For the FY16, the actual percentage of options/shares granted to them was 23.2% of the total number of options/shares granted.
Since commencement of the Axiata Share Scheme, the actual percentage of ESOS Options/RSA granted in aggregate to Eligible Employees who
are Executive Directors of Axiata or any corporation within the Group or who are Senior Management is 20.0%.