is also extended to all Board Committees on the same basis. Appropriate
procedures are in place to allow access to such advice. No Board matters
were referred to external legal counsels for advice during 2015.
Directors’ Training & Education
A dedicated training budget is allocated every year for Directors’ continuing
education. ‘Guidelines for Axiata Board Training Program’ (BTP Guidelines)
adopted by the Board provides a framework to effectively address the
training needs of the Board including types of training applicable to Directors
(newly appointed and existing Directors), budget provision, internal process
and reporting on Directors’ Training.
2015 Directors’ Training Areas
Legal/Compliance/
Corporate Governance
Digital Services/New
Business/Technology
Strategy/Industry Outlook
Investor Relations
Accounting/Finance/M&A
Others
5%
25%
35%
2% 6%
28%
STATEMENT ON
CORPORATE GOVERNANCE
Annually, the BNC through feedback provided by the Board during the
BEE, identifies training needs of Axiata Directors and the Group Company
Secretary has the responsibility of ensuring the relevant training programmes
are brought to the attention of the Board. Directors’ focus are no longer on
topics related to regulatory and governance alone but also industry related
and current issues.
For 2015, recommendations from BNC on Directors’ training included the
following:-
i)
Taking into consideration Axiata’s digital services and new business
initiatives, digital services, technology and new business areas to
remain the focus of Axiata’s NEDs training for the year 2015;
ii) Board to continue to attend specific or advanced training programmes
in other areas such as governance, strategy or finance;
iii) Management to continue to invite external speakers during Board
Strategy Retreats, as the same is regarded as part of Directors
development/training programmes; and
iv) Beginning 2016 and on an annual basis, the GSMA Mobile World
Congress 2016, a major event in the telecommunication industry’s
calendar has been identified as one of the events to be attended by
two to three Directors yearly as part of the Directors’ training.
Some of the training/conferences/seminars and/or workshops, internal and
external, in which members of the Board have participated during 2015 are
listed in Appendix 1 of this Statement.
BOARD EFFECTIVENESS EVALUATION
Board evaluation for Axiata is an effective avenue to assess the Board’s
collective performance as well as that of individual Directors. It is an integral
part of the Board’s annual activities and is carried out under the supervision
of the BNC which plays a key role in determining the methodology and
approach, areas of assessment and selection of consultants to facilitate the
exercise.
The same facilitator who was appointed to do a comprehensive 360 degrees
review in 2013 and subsequent update in 2014 was appointed to facilitate
the 2015BEE. Similar set of criteria and questionnaires were used for the
Board to provide their ratings as an update of the areas measured in the
preceding BEE which covers both Board and self-peer evaluation as follows:-
Board
Self-Peer
• Group Dynamics and
Effectiveness
• Overall impressions of the Board -
Effectiveness, involvement and
engagement, structure and
composition
• Board Organisation -
Composition, committee
organisation, Strategy
• Succession Planning and
Development
• Communications
• Knowledge and understanding
on strategy, market, critical
success factors, business
risk, performance measures,
financial discussions, awareness,
risk management, skills and
experience
• Analytical skills
• Preparation for Board meetings,
time commitment and
commitment to professional
development
• Independence - Ability to
speak openly, and ability to
demonstrate independence
exemplified by impartiality,
objectivity and consideration of
all stakeholders’ interest
Based on the findings of the 2015BEE tabled to the Board at its meeting in
March 2016, the key theme highlighted in last year’s report continues to ring
true. In summary, the Board continues to be extremely well-run with good
chemistry and bonding that facilitates healthy discussions on critical issues.
There is also good chemistry and a strong sense of bonding among the
Directors including their relationship with Management.
The findings also concluded quantitative improvement in two areas,
specifically, Corporate and Social Responsibility (CSR) and sustainability
initiatives, which enjoy Board engagement. Areas suggested for
improvement includes gender and skillset diversity, succession planning,
length of Board papers and duration of Board meetings. The findings of the
2015BEE also encourage continual execution and careful monitoring of the
Board continuity and renewal program.
Review of Directors Standing for Re-Election/Re-Appointment
In order to assist BNC in the discharge of its duties pertaining to the
assessment of Directors retiring and seeking re-election at the forth coming
AGM, the report of the 2015BEE included feedback and ratings on these
Directors. In its assessment, the BNC took into consideration the self-peer
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