The program generally covers the following topics:-
i)
Company vision, mission and objectives;
ii) Overview of Group Strategy, Finance, Procurement, Corporate Finance,
Treasury, Human Resources, Internal Audit, Treasury and IR;
iii) OpCos engagement process, background and major developments;
iv) Risk Management, Talent Management and Leadership Development
Programme;
v) Technology updates and initiatives;
vi) Mergers and Acquisitions (M&A) updates;
vii) Regulatory issues and recent developments; and
viii) Corporate, Board and Governance structure.
In addition to the Board Induction programme, a telecommunications
industry primer on the essentials of mobile communications highlighting key
concepts and terminology of the mobile telecoms industry is also offered
to appointees. On site briefings or site visits may also be requested by the
Directors of Axiata for them to gain more insights into the business and
operations aspects of the Group. A few such events have been organized
in the past.
Re-Appointment & Re-Election of Directors
In accordance with the Articles of Association of the Company (Articles),
newly appointed Directors during the year must offer themselves to the
shareholders for re-election at the first AGM following their appointment
and one-third of Directors are subject to retirement by rotation at every
AGM but shall be eligible for re-election. The Directors to retire in each year
are the Directors who have been longest in office since their appointment
or re-election. The President & GCEO, as Director, is subject to the same
retirement by rotation provisions as the other Directors notwithstanding any
contractual terms that may have been entered into with the Company.
At this forthcoming AGM, the three Directors who will be retiring by rotation
are Dato’ Sri Jamaludin Ibrahim, Ann Almeida and Juan Villalonga Navarro.
With the exception of Juan Villalonga Navarro who will not be seeking re-
election, both Dato’ Sri Jamaludin Ibrahim and Ann Almeida, being eligible,
will offer themselves for re-election.
Tan Sri Ghazzali Sheikh Abdul Khalid and Datuk Azzat Kamaludin will also
retire at the forthcoming AGM pursuant to Section 129 of Companies Act,
1965. Both of them, being eligible, will offer themselves for re-election.
Senior Independent Director
The Board has appointed Datuk Azzat Kamaludin as the Senior INED of
Axiata. The roles of the Senior INED as defined in the Board Charter are as
follows:-
i)
Ensure all INEDs have an opportunity to provide input on the agenda,
and advise the Chairman on the quality, quantity and timeliness of the
information submitted by Management that is necessary or appropriate
for the INEDs to perform their duties effectively;
ii) Consult the Chairman regarding Board meeting schedules to ensure the
INEDs can perform their duties responsibly and with sufficient time for
discussion of all agenda items;
iii) Serve as the principal conduit between the INEDs and the Chairman on
sensitive issues, for example issues that arise from ‘whistle-blowing’;
iv) Serve as a designated contact for consultation and direct communication
with shareholders on areas that cannot be resolved through the normal
channels of contact with the Chairman or President & GCEO, or for
which such contact is inappropriate; and
v) Be available for confidential discussions with other NEDs who may have
concerns which they believe have not been properly considered by the
Board as a whole.
During FY15, no shareholders had asked to meet with Datuk Azzat.
Shareholders and other interested parties may contact Datuk Azzat to
address any concerns in writing or via telephone, facsimile or electronic mail
as follows:-
Tel:
+6019 200 0878 or +603 7725 6050
Fax:
+603 7725 6070
Email:
or
Postal Address : Level 5, Corporate Headquarters, Axiata Tower, 9 Jalan
Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpur, Malaysia
Contact details of the Senior Independent Director and his roles and
responsibilities under the Axiata Board Charter are available online at
Board Meetings and Attendance
The calendar for Board meetings providing scheduled dates for meetings
of the Board (including Pre-Board and Board Retreat sessions), Board
committees and AGM as well as the Board Annual Calendar providing major
items on the agenda for each financial year are fixed in advance for the
whole year so as to enable Management to plan ahead and ensure that the
Board meetings are booked into their respective schedules.
Where any decisions are required expeditiously or urgently from the Board
between scheduled meetings, special board meetings are convened by
the Company Secretary with sufficient notice after consultation with the
Chairman.
In 2015, the Board met 11 times (including three special board meetings, the
off-site Mid-Year Strategy Retreat and Year-End Strategy Retreat) spending
a total of approximately 84 hours.
axiata group berhad | annual report 2015
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