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Axiata Group Berhad | Annual Report 2016
GOVERNANCE
078
Board Induction/Orientation Programme
Each new Board member participates in a formal Board Induction programme coordinated by the Group Company Secretary together with the President
& GCEO. The orientation program includes in-person presentations with the SLT with the objective of providing newly appointed Directors with the
necessary information and overview to assist them in understanding the operations, current issues, corporate strategies, challenges as well as the structure
and management of the Company.
The program generally covers the following topics:-
i)
Company vision, mission and objectives;
ii) Overview of Group Strategy, Finance, Procurement, Corporate Finance, Treasury, Human Resources, Internal Audit, Treasury and IR;
iii) OpCos engagement process, background and major developments;
iv) Risk Management, Talent Management and Leadership Development Programme;
v) Technology updates and initiatives;
vi) Mergers and Acquisitions (M&A) updates;
vii) Regulatory issues and recent developments; and
viii) Corporate, Board and Governance structure.
In addition, a telecommunications industry primer on the essentials of mobile communications highlighting key concepts and terminology of the mobile
telecoms industry is also offered to appointees. On-site briefings or site visits may also be requested by the Directors of Axiata for them to gain more
insights into the business and operations aspects of the Group. A few such events have been organized in the past.
Both Dato’ Izzaddin and Dato Dr Nik Ramlah attended Board Induction not long after their appointments.
Re-Election & Re-Appointment of Directors
In accordance with the Articles of Association of the Company (Articles), newly appointed Directors during the year must offer themselves to the
shareholders for re-election at the first AGM following their appointment and one-third of Directors are subject to retirement by rotation at every AGM but
shall be eligible for re-election. The Directors to retire in each year are the Directors who have been longest in office since their appointment or re-election.
The President & GCEO, as Director, is subject to the same retirement by rotation provisions as the other Directors notwithstanding any contractual terms
that may have been entered into with the Company.
At this forthcoming AGM, the two Directors who will be retiring by rotation under Article 93 are Dr Muhamad Chatib Basri and Kenneth Shen. Dato’ Izzaddin
and Dato Dr Nik Ramlah who were appointed after the 24th AGM will be seeking re-election under Article 99(ii). All being eligible, have offered themselves
for re-election.
With the coming into force of the CA 2016 on 31 January 2017, which repealed Section 129 of the CA 1965, there is no age limit for directors. At the 24th
AGM held on 25 May 2016, Tan Sri Ghazzali Sheikh Abdul Khalid and Datuk Azzat Kamaludin, both of whom are above the age of 70, were re-appointed
pursuant to Section 129 of the CA 1965 to hold office until the conclusion of the next AGM. Their term of office, therefore will end at the conclusion of this
AGM. In view of the above, their re-appointment will be sought at this forthcoming AGM for them to continue as Directors from the date of the AGM and
they shall be thereafter subject to retirement by rotation.
Board Meetings and Attendance
The calendar for Board meetings providing scheduled dates for meetings of the Board (including Pre-Board and Board Retreat sessions), Board committees
and AGM as well as the Board Annual Calendar providing major items on the agenda for each financial year are fixed in advance for the whole year so as
to enable Management to plan ahead and ensure that the Board meetings are booked into their respective schedules.
Where any decisions are required expeditiously or urgently from the Board between scheduled meetings, special Board meetings are convened by the
Group Company Secretary with sufficient notice after consultation with the Chairman.
In 2016, the Board met 13 times (including four special board meetings, the off-site Mid-Year Strategy Retreat and Year-End Retreat) spending a total of
approximately 78 hours.
STATEMENT ON CORPORATE GOVERNANCE