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Axiata Group Berhad | Annual Report 2016
GOVERNANCE
080
Supply of Information
In line with the Green Book, the Board receives Board meeting agenda
and meeting papers within at least 14 days and seven days respectively
prior to Board meetings. In order for Board meetings to be more effective
and to enable in-depth deliberations of matters, the meeting agenda at
Board meetings are sequenced in such a way taking into consideration the
complexity of the proposals and/or whether there are items for approval,
discussion or notation by the Board. Time allocation is also determined for
each agenda item in order for Board meetings to be conducted efficiently.
Presentations to the Board are prepared and delivered in a manner that
ensures clear and adequate presentation of the subject matter. The Board
Paper guidelines prescribes a format which includes an Executive Summary
outlining the salient key points of matters to be deliberated. Based on Board’s
feedback, the guidelines have recently been revised to reduce the number of
pages of board papers to between 10 to 15 pages only for routine matters in
order not to have important details buried in lengthy Board papers.
In early 2016, Axiata rolled-out a common platform across the Group to
disseminate Board documents in a more efficient and secure manner
digitally. Through the digital platform, Board and Board Committee meetings
are more efficiently managed and Board documents, including updates, are
distributed in a more timely manner, aiding them in making well-informed
decisions.
All issues raised, discussions, deliberations, decisions and conclusions
including dissenting views made at Board meetings with clear actions to
be taken by responsible parties are recorded in the minutes. Decisions of
the Board are made unanimously or by way of majority after the issues are
thoroughly deliberated by the Board members.
Board papers and presentations by Management at each Board meeting are
rated by the Board. In 2016, the overall average Board rating on the quality
of Management papers and presentations was 4.25 out of 5.0 points.
Whenever necessary, Management or external advisors are also invited to
attend the Board and Board Committee meetings to explain matters within
their competencies and provide clarity on agenda items being discussed to
enable the Board and/or Board Committees to arrive at a considered and
informed decision.
As the Group’s quarterly results is one of the regular annual schedule of
matters which are tabled to the Board for approval at the quarterly Board
meetings, notices on the closed period for trading in Axiata’s securities
are also circulated to Directors, key management personnel and principal
officers who are deemed to be privy to any sensitive information. This is
to comply with the Main LR and the CMSA 2007 requirements where key
management personnel and principal officers of the Company and the Group
are prohibited from trading in securities or any kind of property based on
price sensitive information which have not been publicly announced within
30 calendar days before the targeted date of announcement of the quarterly
results up to the date of announcement. In 2016, none of the Directors dealt
in Axiata’s securities during the closed period.
Management of Conflicts of Interest
The Board aims to avoid conflict of interest with the Group as far as possible
and formal procedures for managing compliance on conflicts of interest has
been in place. Where the Board is considering a matter in which a Director
has an interest, the relevant Director immediately discloses the interest and
abstains from participating in any discussion or voting on the subject matter
and, where appropriate, excuses himself/herself from being present in the
deliberations. In the event a corporate proposal is required to be approved
by shareholders, interested Directors will abstain from voting in respect of
their shareholdings in Axiata on the resolutions relating to the corporate
proposal, and will further undertake to ensure that persons connected to
them similarly abstain from voting on the resolutions. This is recorded in the
minutes of the meetings.
The following transactions undertaken in 2016 saw both the representatives
of Khazanah declaring their interest and abstaining from any deliberations
and/or voting when the matters were presented to the Board:-
i)
Infrastructure collaboration covering High Speed Broadband Services
Agreement, Wholesale Internet Access Services, Fiber Backhaul
Connectivity Services and Wholesale Bandwidth Services Agreement;
ii) Domestic Roaming Services and Domestic Roaming Facilities
Agreement between Celcom, TM and Packet One Networks (Malaysia)
Sdn Bhd; and
iii) Divestment by Axiata of edotco Shares to Khazanah for a cash
consideration of USD200.0 million.
In these instances, the interested Directors sought clarification on their
positions and advice from legal advisors and board members and acted
accordingly.
Board Access to Management, Company Secretary and Independent
Professional Advice
The Directors enjoy complete and unrestricted access, either collectively
or in their individual capacities to the SLT and Group Company Secretary.
Directors may seek briefing from the SLT on specific matters, in addition
to regular presentations by the SLT to the Board and Board Committees.
Directors may also interact directly with, or request further explanation,
information or update on any aspects of the Company’s operations from
the SLT. Selected Board members were invited by SLT on several occasions
to deliberate and/or provide their inputs on matters which SLT intends to
propose to the Board for approval.
The Board has strong support from an experienced, competent and
knowledgeable Group Company Secretary who works closely with the
President & GCEO and the SLT to ensure timely and appropriate information
flow within the Board and Board Committees and between the NEDs and
SLT. The Group Company Secretary is also responsible to give clear and
sound advice to the Board, through the Chairman, on all governance matters
and assist the Board and Chairman on the implementation of an effective
corporate governance system. The Group Company Secretary attends all
meetings of the Board and relevant Board Committees and is responsible
for the accuracy and adequacy of records of proceedings of the Board and
Board Committees and resolutions. The appointment, remuneration and
removal of the Group Company Secretary are also matters for the Board to
decide to ensure a qualified and suitable individual is selected.
The profile of the Group Company Secretary is provided on page 64 under
the Profile of Axiata’s Management Team.
In ensuring uniformity of Board conduct and effective boardroom practices,
the Group Company Secretary has oversight on the overall corporate
secretarial functions of the Group, both in Malaysia and in the countries
STATEMENT ON CORPORATE GOVERNANCE