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GOVERNANCE
Axiata Group Berhad | Annual Report 2016
075
Board Composition Framework
In designing its Board composition, Axiata remains true to its Board Composition Framework formulated in 2008. The framework took into consideration,
amongst others, the complexity and geographical spread of the Group’s business, as well as best practices and recommendations in the Green Book as
follows:-
i)
Maximum of 10 Board members (up to two Executive Directors (EDs). In recent discussions, the Board indicated a possibility that the Board composition
may be larger than 10 in view of the new businesses and allowing a certain duration for Board transition and refresh;
ii) Two Non-Independent Non-Executive Directors (NINEDs) representing Khazanah as the major shareholder;
iii) More than 50% of the Board to comprise Independent Non-Executive Directors (INEDs) with various mix of skills, experience and diversity including in
terms of nationality and gender; and
iv) Up to three members with geographical experience matching Axiata’s footprint (Indonesia/Indian sub-continent/international).
Board Composition and Balance
The year 2016 saw several changes to Axiata Board composition, partly planned and unplanned as follows:-
i)
Juan Villalonga Navarro’s planned retirement at the 2016 AGM on 25 May 2016 as elaborated under Board Refresh and Succession Planning on page 77
of this Annual Report;
ii) Dato’ Abdul Rahman Ahmad’s resignation due to his appointment as President & Group CEO of Permodalan Nasional Berhad on 30 September 2016;
iii) Appointment of Dato’ Mohd Izzaddin Idris on 24 November 2016 to fill the vacancy created by Dato’ Abdul Rahman Ahmad’s departure; and
iv) Appointment of Dato Dr Nik Ramlah Nik Mahmood on 21 March 2017 as elaborated under Board Refresh and Succession Planning on page 77 of this
Annual Report.
NINED/INED/ED & Gender
NINED
INED
ED
Male
Female
3
6
1
8
2
International
Indonesia
Indian Sub-Continent
Geographical Experience
3
2
10
Functional Experience
Regulatory/Government
Relations
Economics/Sustainability
Talent Management/
Human Capital Management
Audit & Business Assurance
Legal/Law
M&A
Corporate Accounting
Corporate Finance
3
7
7
7
6
3
4
6
Telecommunications
Public Service
Finance/Banking/
Investments
Industry Experience
4
6
7
The Board currently comprises of 10 Directors. Of the 10, three are NINEDs, two including the Chairman represent the interest of Khazanah and one by
association to Khazanah, six are INEDs and one ED, namely the President & GCEO. INEDs make out more than 50% of the Board composition, exceeding
the MCCG 2012 recommendation and the minimum number required under the Main LR. The high proportion of INEDs ensures effective check and
balance on the Board with INEDs acting as caretakers for minority shareholders, providing unbiased perspectives and promoting constructive discussion
of Management’s proposal.
The Board also ensures that it has appropriate mix of diversity, skills, experience and expertise to enhance the Board’s decision making capabilities. This is
fundamental given the size and geographical presence of Axiata Group. The breadth of skillsets and experience of the Board is also instrumental to guide
Axiata through the third phase of its transformation journey focused on redefining Axiata and shaping the future of telecommunications in the region in
meeting its vision to become a ‘New Generation Digital Champion’ by 2020.