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Axiata Group Berhad | Annual Report 2016
GOVERNANCE
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iii) Succession Planning
The Board through the BNC has oversight of the succession planning
of Key Senior Management positions across the Group. A Group Talent
Management Framework is put in place to identify and develop a
group talent pipeline for future leadership across the Group. Through
the framework and structured leadership development programme,
mentoring and coaching, regular leadership assessments as well as
cross-functional and cross-country assignments, the Group has met
its target of identifying C-suite potentials providing a cover ratio
of 2:1 from within the Group. Leadership talent pipeline is regularly
reviewed via the Group Talent Council and assessed as potential
successors for key positions in the Group against internal and external
benchmarks. Update on talent framework, talent pool, succession plan
and robustness of talent pipeline is presented to BNC and Board twice
yearly and in 2016, it was presented in August and November.
During the year, the succession plan of three OpCos CEOs; namely,
Celcom, Dialog and Robi were reviewed. Changes were planned and
executed in transition and were fully in place by year end. Two regional
positions were created; namely Regional CEO for South Asia and
Regional CEO for Southeast Asia operations. These structural changes
had created further opportunities and increased the bandwidth of
Axiata CC.
The Board through the BNC also reviews candidates for key
management positions and formulates nomination, selection and
succession policies for members of the Board and the Group’s key
management personnel. The Board then deliberates on the BNC’s
recommendations and proactively provides guidance on talent
management and succession planning.
Board’s succession planning was a key agenda in 2016 and is further
elaborated under Board Refresh and Succession Planning on pages 76
and 77 of this Annual Report.
iv) Identifying Principal Risks and Ensuring Implementation of
Internal Controls and Mitigation Measures
Significant emphasis was placed by the Board on cybersecurity risk
in 2016. This resulted in the setting up of the Cyber Security Steering
Committee (CSSC), made up of members of BAC of Axiata, Celcom
and XL reporting to the BAC of Axiata. A presentation on cybersecurity
by external experts were made at the pre-Board meeting in May
2016 and in February 2017, the Chairman of the CSSC presented the
findings on cybersecurity risk assessments of the Group and made
recommendations on how to mitigate these risks to Axiata Board.
These recommendations including development of ‘best in class’ were
duly endorsed by Axiata Board.
A quarterly updated risk profile of the Group and each of the OpCos
is presented to the BAC and Board. The BAC reviews in detail the
major risks that the Group faces in its business and operations and
management controls and processes that are in place to manage those
risks. Such systems are designed to manage rather than eliminate risks
and provide only reasonable assurance against misstatement or loss.
Focus areas of these risks are deliberated by the Board as they are
raised by the Chairman of the BAC at Board meetings. Other than
cybersecurity, key risks deliberated by the Board in 2016 included
forex, treasury and regulatory risks.
v) Overseeing Development and Implementation of Shareholder
Communications Policy
Axiata believes in building investor confidence and trust through
transparent communication of its objectives and KPIs. The Company
carried out its Investor Relations (IR) activities in accordance with its
annual IR calendar which is tabled to the Board and available on the
IR section of Axiata’s corporate website. On a quarterly basis, the
Board is apprised of these activities including the number of non-
deal roadshows and conferences attended, summary of analysts’
recommendations, investors’ feedback and market consensus of the
Group’s annual performance against KPIs. Report on movements of the
share price of Axiata and Total Shareholder Returns against indices and
peers are also included.
Further details on IR activities undertaken by Axiata’s IR function in
FY16 is provided on page 89 of this Annual Report.
vi) Reviewing Adequacy and Integrity of Management Information
and Internal Control System
The Board has the overall responsibility and accountability for the
Group’s internal control system and continues to maintain and review
its internal control system to ensure, as far as possible, the protection
of the Group’s assets and the Company’s shareholder investments.
The Board is ultimately responsible for the adequacy and integrity
of the Company’s internal control system. Details pertaining to the
Company’s internal control system and its effectiveness are captured in
the Statement on Risk Management and Internal Control on page 96 of
this Annual Report.
Roles and Responsibilities of Chairman & GCEO
There is a clear division between the roles and responsibilities of the
Chairman and the President & GCEO as set out in the Axiata Board Charter.
The Chairman is responsible for the operations, leadership and governance
of the Board, ensuring its effectiveness and assumes the formal role as the
leader in chairing all Board meetings and shareholders’ meetings. He leads
the Board in overseeing Management and principally ensures that the
Board fulfills its obligations under the Axiata Board Charter and as required
under the relevant legislations. Some of the specific responsibilities of the
Chairman include:-
i)
Managing Board meetings and boardroom dynamics by promoting a
culture of openness and debate where Directors are encouraged to
provide their views,
ii) Working closely with the President & GCEO to ensure provision of
accurate, timely and clear information to facilitate the Board to perform
effectively, be able to make informed decisions and to monitor the
effective implementation of the Board’s decisions; and
iii) Ensuring meetings of the shareholders are conducted in an open and
proper manner with appropriate opportunity for them to ask questions.
While the Chairman is a NINED by virtue of him being the representative of
the major shareholder of the Company, he has never assumed an executive
position in the Company.
The President & GCEO is responsible for the management of the Company’s
business, organisational effectiveness and implementation of Board
strategies, policies and decisions. By virtue of his position as a Board
member, he also acts as the intermediary between the Board and the SLT.
STATEMENT ON CORPORATE GOVERNANCE