Roles and Responsibilities of the Chairman and President & GCEO
There is a clear division between the roles and responsibilities of the
Chairman and the President & GCEO as set out in the Axiata Board Charter.
The Chairman is responsible for the operations, leadership and governance
of the Board, ensuring its effectiveness and assumes the formal role as the
leader in chairing all Board meetings and shareholders’ meetings. He leads
the Board in overseeing Management and principally ensures that the
Board fulfills its obligations under the Axiata Board Charter and as required
under the relevant legislations. Some of the specific responsibilities of the
Chairman include:-
i)
Managing Board meetings and boardroom dynamics by promoting a
culture of openness and debate where Directors are encouraged to
provide their views;
ii) Working closely with the President & GCEO to ensure provision of
accurate, timely and clear information to facilitate the Board to perform
effectively, be able to make informed decisions and to monitor the
effective implementation of the Board’s decisions; and
iii) Ensuring meetings of the shareholders are conducted in an open and
proper manner with appropriate opportunity for them to ask questions.
While the Chairman is a NINED by virtue of him being the representative of
the major shareholder of the Company, he has never assumed an executive
position in the Company.
The President & GCEO is responsible for the management of the Company’s
business, organisational effectiveness and implementation of Board
strategies, policies and decisions. By virtue of his position as a Board
member, he also acts as the intermediary between the Board and the SLT.
Independence
Axiata measures the independence of its Directors based on the criteria
prescribed under the Main LR in which a Director should be independent
and free from any business or other relationship that could interfere with the
exercise of independent judgment or the ability to act in the best interest
of the Company. A Director should also be willing to express his opinion at
the Board free of concern about his position or the position of any third
party. The Board believes that it is impractical to formulate a list of criteria
which is appropriate to characterise, in all circumstances, whether a NED
is independent and instead choose to assess the INEDs based on intrinsic
independent values demonstrated by the INEDs.
Objective assessment of the independence of Directors based on the
provisions of the Main LR is carried out before the appointment of Directors
and re-affirmed annually. The review of Directors’ independence also form
part of the annual Individual Director Peer and Self Review carried out by
the BNC whereby INEDs are essentially assessed based on the spirit, intent,
purpose and attitude of each INED as well as readiness to challenge and
debate, which is considered as exhibiting independent judgment and ability
to act in the best interest of Axiata.
During the financial year 2015, none of Axiata INEDs disclosed any
relationships that could materially interfere with, or be perceived to
materially interfere with their independent judgement and ability to act in
the best interest of Axiata. Based on the feedback from BEE for 2015, the
Board was rated highly in having a suitably strong element of independence
and the INEDs were rated highly on their ability to demonstrate the values
and principles associated with independence during Board discussions such
as impartiality, objectivity and consideration of all stakeholders’ interest
and ability to effectively delineate their role of providing oversight as
Independent Directors.
Independence Term Limit
The Board has subscribed to the nine year independence limit prescribed
in MCCG 2012. Notwithstanding the tenure limit, the Board recognises that
INEDs would have developed a good understanding of Axiata Group’s
businesses over time and Axiata could lose their valuable contributions
simply by phasing out INEDs who have reached the limit. As such, the INEDs
could be re-designated as NINED or retained as independent Director as
prescribed under MCCG 2012. The latter is based on the notion that the
Board still believes that term limits do not in any way interfere with an INED’s
judgement and ability to act in the best interest of the Company. Assessment,
however, will be carried out by the BNC based on ‘independence’ criteria
adopted by the Company to assess whether a Director can remain as an
INED after serving a cumulative term of nine years. Recommendations by the
Board and justifications to shareholders will be provided in circumstances
where a Director is to remain as INED despite serving more than nine years.
Currently, none of Axiata’s INEDs have reached the nine years cumulative
term as independent Directors. Therefore, no shareholders’ approval will be
sought for this purpose at the forthcoming AGM.
Directors’ Time Commitment
Each Board member is expected to commit sufficient time to carry out
his/her role as Director and/or member of the Board Committees which
they are part of. While it is impossible to be specific about the actual or
maximum time commitment, a NED of Axiata is expected to devote such
time as is necessary to attend all board and committee meetings, AGM/
EGM, Directors’ training, Board networking events, meetings with various
stakeholders and site visits.
A Director is expected to advise the Chairman of the Board or in his absence,
the Chairman of the BNC, of his/her intention to join the Board of another
public listed company outside the Group. In doing so, the Director is expected
to indicate the time commitment with respect to the new appointment. If
necessary, the Chairman and/or Chairman of the BNC will consult with the
rest of the Board members as to whether the proposed new appointment is
likely to impair the Director’s ability to devote the necessary time and focus
on his/her role as a Director of the Company.
In any given circumstances, in accordance with the provision of the Main
LR and additional provision in the Green Book, members of the Board are
expected to serve in no more than five and 10 public listed and private
companies respectively.
The President & GCEO, who is the ED of Axiata, does not serve as a Director
of other listed companies outside the Group.
axiata group berhad | annual report 2015
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