ratings on the areas evaluated in the BEE feedback from other Directors in
the evaluation and contribution to the Board through their skills, experience,
strengths and qualities, level of independence and ability to act in the best
interests of the Company. BNC’s recommendations are thereafter submitted
to the Board and shareholders for approval.
Dato’ Sri Jamaludin Ibrahim was rated by his peers with ratings varying
from good to very good on every key aspects of his role. As the President
& GCEO, he possesses strong knowledge and understanding of his role in
governing Axiata and its strategic needs. Commitment to professional
development, attentiveness to ideas of others and ability to communicate
openly and honestly were also rated highly during the assessment.
Pursuant to Section 129 (6) of the CA1965, Tan Sri Ghazzali Sheikh Abdul
Khalid and Datuk Azzat Kamaludin who both have attained the age of 70
years, shall retire at the forthcoming AGM and their reappointments are
subject to the approval of not less than three-fourths of the shareholders
attending the AGM. If appointed, both Tan Sri Ghazzali and Datuk Azzat
shall hold office until the subsequent AGM and their reappointment shall be
decided at every AGM.
Tan Sri Ghazzali has been exemplary and has remained consistent in
performing well in his role as Chairman of the BNC and BRC. Attentive
and open to ideas of others, he managed to create a very inclusive and
open atmosphere for discussions at these Board Committees. Seen as one
of the hardest working Directors, he continues to prepare well for these
committees. His role as Chairman of the BNC also led to him designated as
the ‘mentor’ for new Board members. As an INED, he demonstrated value
and principles associated with independence during the Board’s discussions
taking into consideration all stakeholders’ interests.
Datuk Azzat consistently shows good ratings across the main aspects of his
duty. With his knowledge, experience and sound advice on legal matters,
Datuk Azzat remains an important member of the Board and the Board
Committees of which he is a member, namely BAC, BNC and BRC. He is the
highest rated in terms of his contributions and consistency to demonstrate
values and principles associated with impartiality and objectivity during
Board’s discussion.
The Board also approved the BNC’s recommendation to support the re-
election of Ann Almeida. Ann who first joined Axiata as member of BNC
and BRC in 2011 before being appointed to the Board in 2013, is a very
strong Human Resource (HR) and global talent professional. She adds to the
Board’s dynamics and her actual performance and contribution were taken
into account in the recommendation. As an INED, she demonstrates value
and principles associated with independence during Board’s discussions
taking into consideration all stakeholders’ interests.
Board Committees
There are currently three main Board Committees namely:-
•
BAC;
•
BNC; and
•
BRC.
The ToRs of the Board Committees are available online at
.
com/corporate/corporate-governance/
Board Committees meetings are normally held in conjunction with the Board
meetings. All deliberations, recommendations and decisions of the Board
Committees are recorded and minuted and subsequently confirmed by the
Board Committees at the subsequent Board Committee meetings. During
Board meetings, the Chairman of the various Board Committees provides
summary reports of the decisions and recommendations made by the
Board Committees and highlights to the Board if any further deliberation is
required at Board level. Verbal reports are provided if Board committees are
held on the same day as the Board meetings.
A brief description of each Board Committee is provided below:-
BAC
The members of BAC are as follows:-
i)
David Lau Nai Pek – Chairman, INED (Member of Malaysian Institute of
Accountants and New Zealand Institute of Chartered Accountants)
ii) Datuk Azzat Kamaludin – Senior INED
iii) Juan Villalonga Navarro – INED
iv) Kenneth Shen – NINED
All BAC members are financially literate, well above the level needed for a
BAC.
Further details on the summary of activities of the BAC during FY15 and
BAC ToR are set out separately in the BAC Report on pages 83 to 87 of this
Annual Report.
The Group Chief Financial Officer (GCFO) and Group Financial Controller
attend all meetings of the BAC except when meetings are held between the
BAC and external auditors without Management’s presence. During FY15,
the BAC met with the external auditors without Management’s presence
twice.
BNC and BRC
The BNC and BRC currently comprise of mostly the same members as
follows:-
i)
Tan Sri Ghazzali Sheikh Abdul Khalid – Chairman, INED
ii) Datuk Azzat Kamaludin – Senior INED
iii) Dato’ Abdul Rahman Ahmad – INED (BNC only)
iv) Ann Almeida – INED
v) Kenneth Shen - NINED
BNC
The key responsibilities of the BNC are as follows:-
i)
To oversee the selection and assessment of Directors and to ensure
that the Board composition meets the needs of the Group;
ii) To facilitate and review Board induction and training programs;
iii) To recommend or approve, as the case may be, based on the ToR, the
appointment of key management of the Group;
iv) To assess the effectiveness of the Board, Board Committees and
individual Directors (including the President & GCEO); and
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