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GOVERNANCE
Axiata Group Berhad | Annual Report 2016
081
Legal/Compliance/
Corporate Governance
Digital Services/New
Business/Technology
Strategy/Industry Outlook
Others - Audit, Risk Management,
Finance, Sustainability & M&A
22%
11%
33%
33%
where the Group operates. The Group Company Secretary also serves as an
adviser and support centre to the named secretaries in the countries where
the Group operates on matters pertaining to governance and facilitates the
flow and sharing of information.
The Board is also authorised, whether as a full Board or in their individual
capacities, to seek independent professional advice, if necessary, at the
Company’s expense from time to time to enable the Board to discharge its
duties in relation to matters being deliberated. Similar access is also extended
to all Board Committees on the same basis. Appropriate procedures are in
place to allow access to such advice. No Board matters were referred to
external legal counsels for advice during 2016.
Directors’ Training & Education
A dedicated training budget is allocated every year for Directors’ continuing
education. ‘Guidelines for Axiata Board Training Program’ (BTP Guidelines)
adopted by the Board provides a framework to effectively address the
training needs of the Board including types of training applicable to Directors
(newly appointed and existing Directors), budget provision, internal process
and reporting on Directors’ Training.
2016 Directors’ Training Areas
Annually, the BNC through feedback provided by the Board during the BEE
and annual review of Directors’ training needs, identifies training needs of
Axiata Directors. The Group Company Secretary has the responsibility of
ensuring the relevant training programmes are brought to the attention of
the Board. Directors’ focus are no longer on topics related to regulatory and
governance alone but also industry related and current issues. Directors’
training report covering training program disseminated to the Board and
attended by directors are tabled to BNC bi-annually to enable the BNC to
keep track of Directors’ training progress.
In line with the BNC’s recommendation for Board members to attend
seminars and/or conferences focusing on digital services, technology and
new business taking into consideration Axiata’s digital services and new
business initiatives, in 2016, the GSMA Mobile World Congress held annually
in Barcelona and Mobile World Congress in Shanghai were included as
major training events. BNC recommended two to three Directors to attend
annually under Axiata’s NEDs’ entitlements of Annual Overseas Business
Development Trip (AOBDT).
Some of the training/conferences/seminars and/or workshops, internal and
external, in which members of the Board have participated during 2016 are
listed in
Appendix 1
of this Statement.
BOARD EFFECTIVENESS EVALUATION
Board evaluation for Axiata is an effective avenue to assess the Board’s
collective performance as well as that of individual Directors. It is an integral
part of the Board’s annual activities and is carried out under the supervision
of the BNC which plays a key role in determining the methodology and
approach, areas of assessment and selection of consultants to facilitate the
exercise.
The same facilitator who was appointed to do a comprehensive 360 degrees
review in 2013 and subsequent updates in 2014 and 2015 was appointed to
facilitate the 2016BEE. A refresher approach based on similar set of criteria
and questionnaires were used for the Board to provide their ratings as an
update of the areas measured in the preceding BEE which covers both
Board and self-peer evaluation as follows:-
Board
Self-Peer
• Group Dynamics and Effectiveness
• Overall impressions of the Board
- Effectiveness, Involvement
and engagement, Structure and
composition
• Board Organisation – Agendas,
meeting frequency, quality,
structure and timeliness of
Board materials, discharge of
duties, adequacies of time for
deliberations, information &
support materials, strategic
oversight, balance, size, gender
diversity, skillsets, independence
elements
• Board Committees – Organisation,
agendas, meeting frequency,
performance of members, size,
balance of topics discussed and
adequacies of report to Board
• Succession Planning and
Development
• Communications
• Knowledge and understanding on
strategy, market, critical success
factors, business risk, performance
measures, financial discussions,
awareness, risk management, skills
and experience
• Analytical skills
• Preparation for Board meetings,
time commitment and commitment
to professional development
• Independence - Ability to speak
openly, and ability to demonstrate
independence exemplified by
impartiality, objectivity and
consideration of all stakeholders’
interest
Based on the findings of the 2016BEE tabled to the Board at its meeting in
April 2017, the key themes highlighted in previous years’ report remained
consistent. Axiata Board continues to be seen as a well-run, high quality
Board that facilitates robust exchange of views during Board discussions.
The Board is committed to the highest standards of good governance
and marked improvements were reported in leveraging of technology to
enhance efficiency and effectiveness of Board's deliberations and support
materials for Board committees.
On the suggested areas of improvement, Board and Management succession
planning were already being actively addressed along with gender diversity
and skillset. Other suggestions on administrative matters were noted by the
Board and will be addressed as appropriate.