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Axiata Group Berhad | Annual Report 2016
GOVERNANCE
082
Board Committees
There are currently four main Board Committees namely:-
•
BAC;
•
BNC;
•
Board Remuneration Committee (BRC); and
•
Axiata Digital Services Investment Board Committee (AIB).
The ToRs of the Board Committees are available online at https://axiata.
com/corporate/corporate-governance/
Board Committee meetings are normally held in conjunction with the
Board meetings. All deliberations, recommendations and decisions of the
Board Committees are recorded and minuted and subsequently confirmed
by the Board Committees at the subsequent Board Committee meetings.
During Board meetings, the Chairman of each respective Board Committee
provides summary reports of the decisions and recommendations made by
the Board Committee and highlights to the Board if any further deliberation
is required at Board level. Verbal reports are provided if Board committees
are held on the same day as the Board meetings.
A brief description of each Board Committee is provided below:-
BAC
The members of BAC are as follows:-
i)
David Lau Nai Pek – Chairman, INED (Member of Malaysian Institute of
Accountants and New Zealand Institute of Chartered Accountants);
ii) Datuk Azzat Kamaludin – Senior INED; and
iii) Kenneth Shen – NINED
All BAC members are financially literate, well above the level needed for a
BAC.
Further details on the summary of activities of the BAC during FY16 are set
out separately in the BAC Report on pages 105 to 107 of this Annual Report.
The Group Chief Financial Officer (GCFO) and Group Financial Controller
attend all meetings of the BAC except when meetings are held between
the BAC and external auditors without Management’s presence. During the
year 2016, the BAC met with the external auditors without Management’s
presence on 16 February 2016 and 23 August 2016.
BNC and BRC
The BNC and BRC currently comprise of the same members as follows:-
i)
Tan Sri Ghazzali Sheikh Abdul Khalid – Chairman, INED;
ii) Datuk Azzat Kamaludin – Senior INED;
iii) Ann Almeida – INED; and
iv) Kenneth Shen – NINED
Review of Directors Standing for Re-Election/Re-Appointment
In order to assist BNC in the discharge of its duties pertaining to the
assessment of Directors retiring and seeking re-election at the forthcoming
AGM, the report of the 2016BEE included feedback and ratings on these
Directors. In its assessment, the BNC took into consideration the self-peer
ratings on the areas evaluated in the BEE, feedback from other Directors in
the evaluation and contribution to the Board through their skills, experience,
strengths and qualities, level of independence and ability to act in the best
interests of the Company, BNC’s recommendations are thereafter submitted
to the Board and shareholders’ for approval.
Kenneth Shen excellent ratings have been consistent and in the overall,
remained one of the highest rated Director. He was perceived as having
a strong understanding of Axiata’s vision and markets and performance
measures employed by Axiata. His experience in international business and
contribution to Axiata’s strategy development is viewed as a valuable asset
to the Board.
Dr Muhamad Chatib Basri has been a consistent performer particularly on his
understanding of Axiata’s market; specifically, Indonesia. He was rated highly
on principles and values associated with independence with his consistency
to demonstrate them during Board discussions. His ability to listen to other
Directors’ ideas and to communicate openly and honestly also further
evidenced his quality as an Independent Director.
Tan Sri Ghazzali Sheikh Abdul Khalid is rated highly on his knowledge and
understanding of his role as a Board member and role of the Board in
governing Axiata. Although collegial in nature, he strongly demonstrates his
independence through his objective chairmanship of the Board committees
and on discussions affecting management. He is also objective in providing
inputs on many issues especially on human capital and geopolitical issues.
The Board is of the view that he should remain as an INED and recommends
his re-appointment.
Datuk Azzat Kamaludin rated highly on his understanding of the market
and contribution to strategy development. His strong legal and compliance
knowledge is valued by the Board as the Group continue to operate across its
footprints. As an INED, he continues to demonstrate his independence by his
forthright, critical assessment and evaluation of issues before the Board and
viewed as uncompromising in upholding the integrity and good governance in
the conduct of Board’s responsibilities. Rated highest around his contributions
and consistency to demonstrate values and principles associated with
impartiality and objectivity during Board discussions, the Board recommends
his re-appointment and for him to continue to serve as an INED.
David Lau was rated highly on his understanding of Axiata’s market and the
factors critical for the success of the Group. His contributions and objectivity
in discussions on financials and performance measures and/or financial
metrics as well as taking into consideration all stakeholders’ concerns are
impeccable. He is a high quality and credible Board member who is able to
balance matters well between challenging and supporting which is evident
in his approach to challenge management figures and/or statistics on
capex and possible profitability indexes. David had close to the maximum
rating among his peers in his consistency to demonstrate and uphold the
values and principles associated with his independence status. The Board
recommends him to continue as an INED for approval by the shareholders.
STATEMENT ON CORPORATE GOVERNANCE
All the above INEDs have re-affirmed their independence based on the
independence criteria under the provisions of the Main LR applied by the
Company.