based on the needs of the Board following the planned retirement of
these INEDs and to enhance Axiata Board Composition.
Under the phased retirement plan, one of the INED, namely, Juan
Villalonga Navarro who is retiring by rotation at the forthcoming
AGM is not seeking re-election. The retirement plan of other INEDs
who will be reaching the nine year mark in 2017 are currently being
reviewed and subject to further discussions. The Board’s objective is to
provide a smooth and phased transition, more balanced Board tenure
and mitigation of the potential risk of ‘groupthink’ often observed in
cohesive teams that have been together for an extended period of
time.
iv) Identifying Principal Risks and Ensuring Implementation of
Internal Controls and Mitigation Measures
A quarterly updated risk profile of the Group and each of the OpCos
is presented to the BAC and Board. The BAC reviews in detail the
major risks that the Group faces in its business and operations and
management controls and processes that are in place to manage those
risks. Such systems are designed to manage rather than eliminate
risks and provide only reasonable assurance against misstatement or
loss. Focus areas of these risks are deliberated by the Board as they
are raised by the Chairman of the BAC at Board meetings. Key risks
deliberated by the Board in 2015 included FOREX, treasury, regulatory
and cyber security risks.
v) Overseeing Development and Implementation of Shareholder
Communications Policy
Axiata believes in building investor confidence and trust through
transparent communication of its objectives and Key Performance
Indicators (KPI). The Company carried out its Investor Relations (IR)
activities in accordance with its annual IR calendar which is tabled to the
Board and available on the IR section of Axiata’s corporate website. On
a quarterly basis, the Board is apprised of these activities including the
number of non-deal roadshows and conferences attended, summary of
analysts’ recommendations, investors’ feedback and market consensus
of the Group’s annual performance against KPIs. Report on movements
of the share price of Axiata and Total Shareholders’ Return against
indices and peers are also included.
Further details on IR activities undertaken by Axiata’s IR function in
FY15 is provided on page 51 of this Annual Report.
vi) Reviewing Adequacy and Integrity of Management Information
and Internal Control System
The Board has the overall responsibility and accountability for the
Group’s internal control system and continues to maintain and review
its internal control systems to ensure, as far as possible, the protection
of the Group’s assets and the Company’s shareholder investments. The
Board is ultimately responsible for the adequacy and integrity of the
Company’s internal control system. Details pertaining to the Company’s
internal control systemand its effectiveness are available in the Statement
on Risk Management and Internal Control of this Annual Report.
Directors’ Code of Ethics, Employees’ Code of Conduct and
Whistleblowing Policy
Since 2012, the Board had adopted the Directors’ Code of Ethics as
prescribed by the Companies Commission of Malaysia and the same is
adhered to at all times.
The corporate culture of uncompromising integrity is applicable across the
Group and the Code of Conduct manual applicable to employees provides
guidance on high ethical business standards and guidelines. The code serves
as a guideline for employees’ conduct in the workplace, business conduct
when dealing with external parties, including key issues such as bribery,
conflicts of interests, insider trading and data integrity and retention. The
Code of Conduct is disseminated throughout to employees of Axiata
through its intranet. As part of its enforcement, employees are required, on
an annual basis, to submit their declaration to adhere to and observe its
provisions.
In 2015, the Board endorsed the Common Code of Conduct in which the
Uncompromising Integrity and Excellent Performance (UIEP) values which
were already made common across the Group were further laid down
through documentation of common code of rules to regulate conduct of
employees and business aligned to the two values. The common Code of
Conduct lays down the baseline standards and guidelines grounded on UIEP
values covering; inter-alia, employees’ responsibilities and accountabilities,
working attitude, protection of the Group’s assets, data integrity and
retention, business conduct, dealings with customers, insiders’ trading,
conflict of interest, gifts, entertainment, reporting violations and training and
evaluation applicable to all employees across the Group.
Employees may raise their concerns of any unlawful or unethical situations
or any suspected violation of the Code of Conduct in accordance with the
Whistle-Blowing Policy administered by the Group Chief Internal Auditor
and overseen by the BAC. The Board provides assurance that employees
will not be at risk to any form of victimisation, retribution or retaliation and
emphasises good faith. Any attempt to retaliate, victimise or intimidate
against the whistle-blower is a serious violation and shall be dealt with by
serious disciplinary action and procedures. As provided under the policy,
employees may also report illegal and unethical practices directly to the
statutory bodies such as the Malaysian Anti-Corruption Commission, the
Securities Commission, the police or other similar agencies in other countries
where the business is located.
Dedicated Whistle-Blowing email address:
Directors’ Code of Ethics, Employees’ Code of Conduct and Whistle-blowing
Policy are available online at
.
pdf
,
_
Conduct.pdf
and
respectively.
STATEMENT ON
CORPORATE GOVERNANCE
axiata group berhad | annual report 2015
056
