v) To review, on an annual basis, the size of the Board and the required mix of skills, experience and responsibilities present on the Board in ensuring the
continued effectiveness of the Board.
In 2015, the BNC considered and made recommendations to the Board on the following matters:-
i)
Directors independence term limit and succession planning for INEDs reaching the nine year mark;
ii) Appointment of Dr Muhamad Chatib Basri as Axiata Board member;
iii) Directors’ training needs and 2015 Annual Training Calendar;
iv) Appointment and extension of employment contracts of key personnel;
v) Nomination of Directors for major OpCos;
vi) Succession planning for key positions including President & GCEO and CEOs of OpCos;
vii) 2014BEE findings and follow-up actions; and
viii) Approach for 2015BEE.
BRC
The key responsibilities of the BRC are as follows:-
i)
To assist the Board in determining the policy and structure for the compensation of NEDs and remuneration of the ED and key management of the
Group; and
ii) To recommend to the Board the remuneration of the ED in all its forms and compensation of NEDs, drawing from outside advice as necessary.
In 2015, the BRC considered and made recommendations to the Board on the following matters:-
i)
Performance achievements and rewards for the President & GCEO;
ii) Performance of the Group Company Secretary against pre-determined KPIs for 2014;
iii) Bonus pool and salary increment for 2015;
iv) Additional grant of Restricted Share Awards (RSA) to the President & GCEO; and
v) Long Term Incentive Plan for Axiata Digital Services (Axiata Digital).
DIRECTORS’ REMUNERATION
Non-Executive Directors
As a regional company, the remuneration philosophy is not only to develop a remuneration structure that is commensurate with their responsibilities at both
Board and Board Committees but also sufficient to attract, incentivise and retain quality Directors. The review of the remuneration structure undertaken in
2014 was the first since the inception of Axiata as a listed company in 2008. The review brought about the introduction of monthly fixed fees for Board
Committees which were absent from Axiata NEDs remuneration component, putting Axiata in the minority.
The introduction of the monthly fixed fees for Board Committees and payment of the same together with the Board monthly fixed fees was approved by the
shareholders at the AGM. The following table outlines the remuneration and benefits components/structure for Axiata’s NEDs:-
Remuneration
Monthly Fees
1
(RM)
Meeting Allowances
2
(RM)
NEC
3
NED
NEC
NED
Board of Directors
30,000.00
20,000.00
3,000.00
2,000.00
BAC
4,000.00
2,000.00
3,000.00
2,000.00
BNC
1,200.00
800.00
1,500.00
1,000.00
BRC
1,200.00
800.00
1,500.00
1,000.00
Other Board Committees
Nil
Nil
1,500.00
1,000.00
1.
In accordance with shareholders’ approval, Axiata pays Board and Board committees’ Directors’ fees on a monthly basis
2.
Meeting allowances are paid on a per meeting basis, notwithstanding any adjournment and number of days
3.
NEC refers to Non-Executive Chairman
STATEMENT ON
CORPORATE GOVERNANCE
axiata group berhad | annual report 2015
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