Axiata Group Berhad - Annual Report 2016

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GOVERNANCE Axiata Group Berhad | Annual Report 2016 087
The performance of the ED is measured based on the achievements
of his annual KPIs. These KPIs comprise not only quantitative targets,
such as annual targeted revenue, EBITDA, PATAMI or Return on Invested
Capital (ROIC) and relative performance of the OpCos, but also qualitative
targets which include strategic milestones and initiatives that need to
be achieved and implemented on areas such as strategy, innovation,
business development, synergy, human capital management, financial
management and societal development. The weightage of the qualitative
and quantitative targets may be adjusted to accommodate the Group’s
aspirations.
The evaluation on the achievement of each of the KPIs against an agreed
performance standard is reviewed by the BRC and the recommendations
of the BRC are tabled for approval by the Board. The rewards accorded
to the ED for his achievement of the respective KPIs comprise annual
bonuses and long term incentive plan in the form of RSA or options over
the shares of the Company. In the case of RSA, its vesting is further subject
to performance conditions established by the Board and the final number
of shares of RSA will depend on the level of achievement of these targets
over the performance period.
Code of Ethics and Employees’ Code of Conduct
In discharging its functions, the Board adheres strictly to the Directors’
Code of Ethics it has in place. Directors are expected to conduct themselves
with the highest ethical standards and corporate governance.
The corporate culture of uncompromising integrity and exceptional
performance is applicable across the Group and the Code of Conduct
manual applicable to employees provides guidance on high ethical
business standards and guidelines. The code serves as a guideline for
employees’ conduct in the workplace, business conduct when dealing with
external parties, including key issues such as bribery, conflicts of interests,
insider trading and data integrity and retention. The Code of Conduct is
disseminated throughout to employees of Axiata through its intranet. As
part of its enforcement, employees are required to submit their declaration
to adhere to and observe its provisions.
In 2015, the Board endorsed the Common Code of Conduct in which the
Uncompromising Integrity Exceptional Performance ) values which
were already made common across the Group were further laid down
through documentation of common code of rules to regulate conduct of
employees and business aligned to the two values. The common Code
of Conduct lays down the baseline standards and guidelines grounded
on values covering; inter-alia, employees’ responsibilities and
accountabilities, working attitude, protection of the Group’s assets, data
integrity and retention, business conduct, dealings with customers, insiders’
trading, conflict of interest, gifts, entertainment, reporting violations and
training and evaluation applicable to all employees across the Group.
Whistleblowing Policy
Employees may raise their concerns of any unlawful or unethical situations
or any suspected violation of the Code of Conduct in accordance with
the Whistleblowing Policy administered by the Group Chief Internal Auditor
and overseen by the BAC. The Board provides assurance that employees
will not be at risk to any form of victimisation, retribution or retaliation and
emphasises good faith. Any attempt to retaliate, victimise or intimidate
against the whistleblower is a serious violation and shall be dealt with by
serious disciplinary action and procedures. As provided under the policy,
employees may also report illegal and unethical practices directly to the
statutory bodies such as the Malaysian Anti-Corruption Commission,
the Securities Commission, the police or other similar agencies in other
countries where the business is located.
Dedicated Whistleblowing email address:
Directors’ Code of Ethics, Employees’ Code of Conduct and Whistle-
blowing Policy are available online at
pdf,
Conduct.pdf and
respectively.
Senior Independent Director
The Board has appointed Datuk Azzat Kamaludin as the Senior INED of
Axiata. The roles of the Senior INED as defined in the Board Charter are
as follows:-
i) Ensure all INEDs have an opportunity to provide input on the agenda,
and advise the Chairman on the quality, quantity and timeliness of the
information submitted by Management that is necessary or appropriate
for the INEDs to perform their duties effectively;
ii) Consult the Chairman regarding Board meeting schedules to ensure
the INEDs can perform their duties responsibly and with sufficient time
for discussion of all agenda items;
iii) Serve as the principal conduit between the INEDs and the Chairman on
sensitive issues, for example issues that arise from ‘whistleblowing’;
iv) Serve as a designated contact for consultation and direct
communication with shareholders on areas that cannot be resolved
through the normal channels of contact with the Chairman or President
& GCEO, or for which such contact is inappropriate; and
v) Be available for confidential discussions with other NEDs who may
have concerns which they believe have not been properly considered
by the Board as a whole.
During FY16, no shareholders had asked to meet with Datuk Azzat.
Shareholders and other interested parties may contact Datuk Azzat to
address any concerns in writing or via telephone, facsimile or electronic
mail as follows:-
Tel: +6019 200 0878or+603 7725 6050
Fax: +603 7725 6070
Email: or
Postal Address: Level 5, Corporate Headquarters, Axiata Tower,
9 Jalan Stesen Sentral 5, Kuala Lumpur Sentral,
50470 Kuala Lumpur, Malaysia
Contact details of the Senior Independent Director and his roles and
responsibilities under the Axiata Board Charter are available online at