Supply of Information
In line with the Green Book, the Board receives Board meeting agenda
and meeting papers within at least 14 days and seven days respectively
prior to Board meetings. In order for Board meetings to be more effective
and to enable in-depth deliberations of matters, the meeting agenda at
Board meetings are sequenced in such a way taking into consideration the
complexity of the proposals and/or whether there are items for approval,
discussion or notation by the Board. Time allocation is also determined for
each agenda item in order for Board meetings to be conducted efficiently.
Presentations to the Board are prepared and delivered in a manner that
ensures clear and adequate presentation of the subject matter. The Board
paper format includes an Executive Summary which outlines the salient key
points of matters to be deliberated.
In 2015, Axiata launched an initiative to disseminate Board documents
in a more efficient and secure manner digitally. A thorough review was
conducted before selecting a common group-wide platform which was
successfully rolled-out in January 2016. Through the digital platform, Board
and Board Committee meetings are more efficiently managed and Board
documents, including updates, are distributed in a more timely manner.
All issues raised, discussions, deliberations, decisions and conclusions
including dissenting views made at Board meetings with clear actions to
be taken by responsible parties are recorded in the minutes. Decisions of
the Board are made unanimously or by way of majority after the issues are
thoroughly deliberated by the Board members.
Board papers and presentations by Management at each Board meeting are
rated by the Board. During the financial year 2015, the overall average Board
rating on the quality of Management papers and presentations was 4.0 out
of 5.0 points.
Whenever necessary, Management or external advisors are also invited to
attend the Board and Board Committee meetings to explain matters within
their competencies and provide clarity on agenda items being discussed to
enable the Board and/or Board Committees to arrive at a considered and
informed decision.
As the Group’s quarterly results is one of the regular annual schedule of
matters which are tabled to the Board for approval at the quarterly Board
meetings, notices on the closed period for trading in Axiata’s securities are
also circulated to Directors, key management personnel and principal officers
who are deemed to be privy to any sensitive information and knowledge in
advance of whenever the closed period is applicable based on the targeted
date of announcement of quarterly results of the Group. This is to comply
with the Main LR and the CMSA 2007 requirements where key management
personnel and principal officers of the Company and the Group are prohibited
from trading in securities or any kind of property based on price sensitive
information which have not been publicly announced within 30 calendar
days before the targeted date of announcement of the quarterly results up
to the date of announcement. In 2015, none of the Directors dealt in Axiata’s
securities during the closed period.
Management of Conflicts of Interest
The Board aims to avoid conflict of interest with the Group as far as possible
and formal procedures for managing compliance on conflicts of interest has
been in place. Where the Board is considering a matter in which a Director
has an interest, the relevant Director immediately discloses the interest and
abstains from participating in any discussion or voting on the subject matter
and, where appropriate, excuses himself/herself from being present in the
deliberations. In the event a corporate proposal is required to be approved
by shareholders, interested Directors will abstain from voting in respect of
their shareholdings in Axiata on the resolutions relating to the corporate
proposal, and will further undertake to ensure that persons connected to
them similarly abstain from voting on the resolutions. This is recorded in the
minutes of the meetings.
Board Access to Management, Company Secretary and Independent
Professional Advice
The Directors enjoy complete and unrestricted access, either collectively
or in their individual capacities to the SLT and Group Company Secretary.
Directors may seek briefing from the SLT on specific matters, in addition
to regular presentations by the SLT to the Board and Board Committees.
Directors may also interact directly with, or request further explanation,
information or update on any aspects of the Company’s operations from
the SLT. Selected Board members were invited by SLT on several occasions
to deliberate and/or provide their inputs on matters which SLT intends to
propose to the Board for approval.
The Board has strong support from an experienced, competent and
knowledgeable Group Company Secretary who works closely with the
President & GCEO and the SLT to ensure timely and appropriate information
flow within the Board and Board Committees and between the NEDs and
SLT. The Group Company Secretary is also responsible to give clear and
sound advice to the Board, through the Chairman, on all governance matters
and assist the Board and Chairman on the implementation of an effective
corporate governance system. The Group Company Secretary attends all
meetings of the Board and relevant Board Committees and is responsible
for the accuracy and adequacy of records of proceedings of the Board and
Board Committees and resolutions. The appointment, remuneration and
removal of the Group Company Secretary are also matters for the Board to
decide to ensure a qualified and suitable individual is selected.
The profile of the Group Company Secretary is provided on page 41 under
the Profile of Axiata’s Management Team.
In ensuring uniformity of Board conduct and effective boardroom practices,
the Group Company Secretary has oversight on the overall corporate
secretarial functions of the Group, both in Malaysia and in the countries
where the Group operates. The Group Company Secretary also serves as an
adviser and support centre to the named secretaries in the countries where
the Group operates on matters pertaining to governance and facilitates the
flow and sharing of information.
In addition, the Board is also authorised, whether as a full Board or in their
individual capacities, to seek independent professional advice, if necessary,
at the Company’s expense from time to time to enable the Board to
discharge its duties in relation to matters being deliberated. Similar access
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