axiata group berhad | annual report 2015
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Re-election of Directors who retire pursuant to Article 93 and Re-appointment of Directors pursuant to Section 129 of the Companies Act, 1965
11.
Article 93 of the Company’s Articles of Association provides that one-third (1/3) of the Directors of the Company for the time being shall retire by rotation
at an Annual General Meeting of the Company. All the Directors shall retire from office once at least in each three (3) years but shall be eligible for
re-election. Dato’ Sri Jamaludin Ibrahim and Bella Ann Almeida are standing for re-election as Directors and being eligible, have offered themselves for
re-election.
Being a shareholder, Dato’ Sri Jamaludin Ibrahim and persons connected to him will abstain from voting on the resolution in respect of his re-election.
Bella Ann Almeida, who is Independent Non-Executive Director (INED), has reaffirmed her independence based on independence criteria applied by the
Company which is also used in the yearly assessment of INEDs independence.
Juan Villalonga Navarro, an INED who also retires by rotation pursuant to Article 93 of the Company’s Articles of Association does not offer himself
for re-election. Hence, he will retire at the conclusion of the 24th Annual General Meeting in accordance with Article 93 of the Company’s Articles of
Association.
Section 129 of the Companies Act, 1965 provides that no director of or over the age of seventy years shall be appointed or act as a director of a public
company or of a subsidiary of a public company, unless the said director is re-appointed by a resolution of a majority of not less than three-fourths (3/4)
of such member and/or proxy of the Company at a general meeting to hold office until the next of Annual General Meeting of Company.
Tan Sri Ghazzali Sheikh Abdul Khalid and Datuk Azzat Kamaludin who both have reached 70 years in March 2016 and September 2015 respectively have
indicated their willingness to seek re-appointment.
The Board has recommended the re-election and re-appointment of the above mentioned Directors. Details of the assessment of the Directors seeking
re-election and re-appointment are provided in the Statement on Corporate Governance on pages 62 to 63 of the Company’s Annual Report 2015. Their
profiles are set out in the Profile of Directors’ section of the Company’s Annual Report 2015 from pages 35 to 38.
Payment of Directors’ fees
12.
Article 106(i) of the Company’s Articles of Association provides that the fees payable to the Directors shall from time to time be determined by an
ordinary resolution of the Company in general meeting. Such fees cannot be increased except pursuant to an ordinary resolution passed at the
Company’s general meeting. Therefore, shareholders’ approval is required for the payment of Directors’ fees.
Shareholders’ approval on the Directors’ fees for Board and Board Committees was obtained at the 23rdAnnual General Meeting held on 20 May 2015
and there is no revision to any of the fees. Details of Directors’ fees and Meeting Allowances to Non-Executive Directors are set-out on page 65 of the
Company’s Annual Report 2015.
Appointment of Auditors
13.
The Board Audit Committee (BAC) had on 16 February 2016 considered the re-appointment of Messrs PricewaterhouseCoopers as Auditors of the
Company based on the criteria prescribed under Paragraph 15.21 of the Main LR. Both the BAC and the Board have recommended the re-appointment
of Messrs PricewaterhouseCoopers as Auditors of the Company. Details on the assessment and criteria used by the BAC on their review are provided in
the Statement on Corporate Governance on page 71 of the Company’s Annual Report 2015.
EXPLANATORY NOTES ON SPECIAL BUSINESS
I.
Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature
The proposed Ordinary Resolution 8, if approved, will enable the Company and/or its subsidiaries to enter into recurrent related party transactions with
related parties in the ordinary course of business which are necessary for the Group’s day-to-day operations and are on terms not more favourable to
the related parties than those generally available to the public and shall lapse at the conclusion of the next Annual General Meeting unless authority for
its renewal is obtained from shareholders of the Company at such general meeting. Detailed information on the Proposed Shareholders’ Mandate is set
out in the Circular to Shareholders dated 26 April 2016 which is despatched together with the Company’s Annual Report 2015.
NOTICE OF
ANNUAL GENERAL MEETING
