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GOVERNANCE
Axiata Group Berhad | Annual Report 2016
077
Recommend
to Board
Final Deliberation
by BNC
Meeting
Short-listed
Candidates
Evaluation of
Suitability of
Candidates
Identification of
Candidates
Identify Gaps/
Vacancy
The plan was put in motion with the retirement of Juan Villalonga Navarro at Axiata’s AGM in 2016. Thereafter, one each of the long serving Axiata INEDs
will retire in each subsequent year until 2020. With new appointments expected to take place, more than 50% of the Board composition will be refreshed
by the year 2020.
The appointment of Dato Dr. Nik Ramlah, a qualified legal practitioner with extensive experience in corporate and regulatory affairs is part of the transition
plan to replace a unique skillset in the field of law that the Board is expected to lose in the phased retirement plan.
Axiata is still in the midst of searching for replacement for Juan Villalonga Navarro who brought with him global experience and years of telco industry
expertise. From a previous review on Board composition, there is also a requirement to find a millennial candidate with digital, entrepreneur and disruptor
mindset. This additional skillset and diversity would further strengthen the Board during this challenging period for the telco industry and as Axiata
accelerates its own agenda on digitisation and innovative technologies and solutions.
Board Appointments
There is a clear and transparent process for the selection, nomination and appointment of suitable candidates to the Board of Axiata as described in the
chart below:-
The review of candidates for Board appointment has been delegated to the BNC and such responsibilities include reviews of the existing composition
of the Board to identify gaps based on Axiata’s Board composition framework. Subsequently, BNC reviews and recommends to the Board a candidate
with the relevant skillsets, expertise and experience to fill the gaps. Other criteria such as integrity, existing commitments, potential risks and/or conflict
of interests and ability to bring a different perspective and increase diversity of the Board are also considered in BNC’s review to assess suitability of
candidates for appointment to the Board. The process for Board appointment also mandates the BNC/President & GCEO to engage external consultants
and this has been utilised on several occasions.
Recent appointments of Dato’ Izzaddin on 24 November 2016 and Dato Dr Nik Ramlah on 21 March 2017, did not deviate from this process.
When Dato’ Abdul Rahman resigned from Axiata Board on 30 September 2016, the Board identified gaps in areas such as mergers and acquisitions,
finance, banking and investments. Dato’ Izzaddin, a member of Malaysia Institute of Accountants and a fellow member of Certified Public Accountants of
Australia, was identified as a potential successor through internal recommendation. His position as Group Managing Director/CEO of UEM Group Berhad
and previous experience as CFO and key positions held in banking, finance and corporate affairs in large corporations made him a strong candidate to
replace Dato’ Abdul Rahman and after a meeting with several BNC and Board members, Axiata formalised Dato’ Izzaddin’s appointment.
In the case of Dato Dr Nik Ramlah, her candidacy was first mooted internally but external consultant was engaged in the process. President & GCEO and
BNC members met with Dato Dr Nik Ramlah, a former Deputy CEO of the Securities Commission of Malaysia before formalising her appointment as INED.
Upon his/her appointment, the director will receive a letter of appointment outlining his/her duties and responsibilities and disclosure required of him/her
in compliance with the CA 2016, Capital Market & Services Act 2007 (CMSA 2007) and Main LR. The letter of appointment encloses Axiata’s governance
documents such as Board Charter/Board Committees’ Terms of Reference (ToR) and documents outlining NED remuneration and benefits.
Directors’ Time Commitment
Each Board member is expected to commit sufficient time to carry out his/her role as Director and/or member of the Board Committees which they
are part of. While it is impossible to be specific about the actual or maximum time commitment, a NED of Axiata is expected to devote such time as is
necessary to attend all Board and committee meetings, AGM/EGM, Directors’ training, Board networking events, meetings with various stakeholders and
site visits.
A Director is expected to advise the Chairman of the Board or in his absence, the Chairman of the BNC, of his/her intention to join the Board of another
public listed company outside the Group. In doing so, the Director is expected to indicate the time commitment with respect to the new appointment. If
necessary, the Chairman and/or Chairman of the BNC will consult with the rest of the Board members as to whether the proposed new appointment is
likely to impair the Director’s ability to devote the necessary time and focus on his/her role as a Director of the Company.
In any given circumstances, in accordance with the provision of the Main LR and additional provision in the Green Book, members of the Board are
expected to serve in no more than five and 10 public listed and private companies respectively.
The President & GCEO, who is the ED of Axiata, does not serve as a Director of other listed companies outside the Group.