Axiata Group Berhad - Annual Report 2016

GOVERNANCE

Axiata Group Berhad | Annual Report 2016

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BNC

The key responsibilities of the BNC are as follows:-

To oversee the selection and assessment of Directors and to ensure that the Board composition meets the needs of the Group;

ii) To facilitate and review Board induction and training programs;

iii) To recommend or approve, as the case may be, based on the ToR, the appointment of key management of the Group;

iv) To assess the effectiveness of the Board, Board Committees and individual Directors (including the President & GCEO); and

v) To review, on an annual basis, the size of the Board and the required mix of skills, experience and responsibilities present on the Board in ensuring the

continued effectiveness of the Board.

In 2016, the BNC considered and made recommendations to the Board on the following matters:-

Directors independence term limit and succession planning for INEDs reaching the nine year cumulative term limit under MCCG 2012;

ii) Appointment of Dato’ Mohd Izzaddin as Axiata Board member;

iii) Appointment of members of AIB;

iv) Appointment of GCFO of Axiata;

v) Directors’ training needs and 2016 Annual Training Calendar;

vi) Appointment and extension of employment contracts of key personnel of Axiata;

vii) Nomination of Directors for major OpCos;

viii) Succession planning for key positions including GCEO and CEOs of OpCos;

ix) 2015BEE findings and follow-up actions; and

x) Approach for 2016BEE.

BRC

The key responsibilities of the BRC are as follows:-

To assist the Board in determining the policy and structure for the compensation of NEDs and remuneration of the ED and key management of the

Group; and

ii) To recommend to the Board the remuneration of the ED in all its forms and compensation of NEDs, drawing from outside advice as necessary.

In 2016, the BRC considered and made recommendations to the Board on the following matters:-

Performance achievements and rewards for the President & GCEO;

ii) Performance of the Group Company Secretary against pre-determined KPIs for 2016;

iii) Bonus pool and salary increment for 2016;

iv) Additional grant of Restricted Share Awards (RSA) to the President & GCEO; and

v) Long Term Incentive Plan for Axiata and ADS.

AIB

The key responsibilities of the AIB is to review and approve Axiata Digital equity investments within the Group, of up to a maximum of USD20 million as

specified in the Limits of Authority of Axiata applicable to digital services.

The members of AIB are as follows:-

Dato’ Mohd Izzaddin – Chairman, NINED;

ii) David Lau Nai Pek – INED;

iii) Kenneth Shen – NINED;

iv) Tan Sri Jamaludin Ibrahim, President & GCEO, Axiata;

v) Dr Hans Wijayasuriya, Regional CEO, South Asia; and

vi) Mohd Khairil Abdullah, CEO, Axiata Digital

During FY16, the AIB met 2 times where investment decisions were made.