STATEMENT ON
CORPORATE GOVERNANCE
INTRODUCTION
The Board of Directors of Axiata Group Berhad (Axiata or Company) is a
strong advocate of good corporate governance (CG). Axiata’s exemplary
corporate governance practices have received many recognitions including
the following in the year 2015:-
i)
Merit Award for Annual General Meeting (AGM) Conduct and Minutes
Disclosure – Overall Category;
ii) Excellence Award for Environment, Social & Governance (ESG)
Practices; and
iii) Merit Award for Corporate Governance Disclosure.
In this statement, the Board presents key highlights for year 2015 and outlines
how Axiata complies with each of the 8 principles and 26 recommendations
of the Malaysian Code on Corporate Governance 2012 (MCCG 2012). This
statement has been made in accordance with the resolution and authority
of the Board dated 16 February 2016.
The table to facilitate understanding of Axiata’s compliance with the MCCG
2012 in respect of the financial year 2015 is also available at
.
com//media/upload/corporate/MCCG2012-Checklist.pdf
Corporate Governance Framework
Axiata’s Corporate Governance Framework is developed based on the
following statutory requirements, best practices and guidelines:-
i)
Companies Act 1965 (CA1965);
ii) Main Market Listing Requirements (Main LR) of Bursa Malaysia Securities
Berhad (Bursa Securities);
iii) MCCG 2012;
iv) Manual on Enhancing Board Effectiveness by the Putrajaya Committee
on Government Linked Companies (GLCs)’ High Performance (Green
Book); and
v) Corporate Governance Guide: Towards Boardroom Excellence 2nd
Edition issued by Bursa Securities.
BOARD OF DIRECTORS
Board Composition Framework
The Board Composition Framework formulated prior to the listing of
Axiata in 2008 remains relevant to date. The framework which took into
consideration, amongst others, the complexity and geographical spread of
the Group’s business, as well as best practices and recommendations in the
Green Book are as follows:-
i)
Maximum 10 Board members (up to two Executive Directors (ED));
ii) Two Non-Independent Non-Executive Directors (NINED) representing
Khazanah as the major shareholder;
iii) More than 50% of the Board to comprise Independent Non-Executive
Directors (INED) with various mix of skills, experience and diversity
including in terms of nationality and gender. Although no specific target
was set on gender diversity, Axiata will actively work towards the 30%
target set by the Government by 2016; and
iv) Up to three members with geographical experience matching Axiata’s
footprint (Indonesia/Indian sub-continent/international).
Board Composition
NINED
2
1
9
1
7
INED
ED
Male
Female
NINED/INED/ED & Gender
Telecommunications
3
6
7
2
1
Public Service
Finance/Banking/
Investments
Internet/Media/
Entertainment
Digital Services/Innovative
Mobile Tech/Analytics
Industry Experience
Regulatory/Government
Relations
Economics/Sustainability
Talent Management/
Human Capital Management
Audit & Business Assurance
Legal/Law
M&A
Corporate Accounting
Corporate Finance
Functional Experience
3
7
7
3
3
4
6
7
International
Indonesia
Indian Sub-Continent
Geographical Experience
10
2
3
axiata group berhad | annual report 2015
054
