Axiata Group Berhad - Annual Report 2016

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Axiata Group Berhad | Annual Report 2016 GOVERNANCE 090
7. Company Website
All information on share price, financial reports, downloadable annual
reports, stock exchange filings, presentations, financial calendar and
ownership profile are posted on the Investor Relations section while
media has its own dedicated section for media releases. In addition,
audio casts on briefings of quarterly results to analysts are also available
for streaming or download from the Company’s corporate website at
The Corporate Governance section is also on the website where
information such as Board Charter, Directors’ Code of Conduct,
Employees’ Code of Conduct, Terms of Reference for BAC, BNC and
BRC and Memorandum & Articles of Association are available to the
shareholders and public. In addition, Notice of AGM/EGM and Minutes
of the AGM/EGM are available in the Annual General Meeting section.
Axiata will continually add new interactive capabilities to its website.
For queries regarding shareholding, kindly contact:
Tricor Investor & Issuing House Services Sdn Bhd
Tel: +603 2783 9299
Fax: +603 2783 9222
Email:
Postal Address: Unit 32-01, Level 32, Tower A, Vertical Business
Suite, Avenue 3, Bangsar South, No.8, Jalan Kerinchi,
59200 Kuala Lumpur, Malaysia.
Shareholders’ Rights
The shareholders are the ultimate authority on decision making. The
shareholders exercise their decision-making power at general meetings
either by way of attending meetings in person or through proxy or
authorised representative. Each share entitles the holder to one vote.
Matters reserved for shareholders’ approval at AGM include the following:-
i) Adoption of Audited Financial Statements;
ii) Final dividends, if any;
iii) Election and re-election of Directors;
iv) Payment of fees to Directors; and
v) Appointment/reappointment of external auditors.
Unless polling is requested, in accordance with the Articles, voting at
general meetings will be carried out by way of show of hands. A poll could
be demanded on a resolution (before or on the declaration of the result of
the show of hands) by the following persons:-
i) The Chairman of the meeting;
ii) At least two members personally present in person or by proxy or
by attorney or in the case of a corporation, by its duly authorised
representative;
iii) Members personally present in person or by proxy or by attorney or
in the case of a corporation, by its duly authorised representative and
representing not less than one-tenth (1/10) of the total voting rights of
all members having the right to vote at the meeting; or
iv) Members holding shares in the Company in which an aggregate sum
has been paid up equal to not less than one-tenth (1/10) of the total
sum paid up on all the shares held by all members present in person
or by proxy or by attorney or in the case of a corporation, by its duly
authorised representative.
Memorandum and Articles of Association of the Company is available
online at
and_Articles_of_Association.pdf
Annual General Meeting
The AGM is undoubtedly the primary engagement platform between the
Board and shareholders of the Company and has historically been well
attended and the turnout saw an increasing trend year-on-year indicating
a high level of engagement with shareholders.
In 2016, in line with international best practices, a 28-days’ notice was issued
for the convening of Axiata’s 24th AGM which was held on 25 May 2016
at the Grand Ballroom, 1st Floor, Sime Darby Convention Centre, 1A Jalan
Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia. 2,330 persons representing
7,440,050,276 Axiata shares (equivalent to 84.30% of the issued and paid-
up share capital of Axiata) attended the AGM.
At the AGM in 2016, with the exception of Juan Villalonga Navarro who
retired at the said AGM, all Directors were present in person to engage
directly with, and be accountable to the shareholders for the stewardship
of the Company. Before the commencement of the proceedings, the
Group Company Secretary highlighted administrative matters covering the
voting procedures including the procedures for a demand to be made for
a resolution to be voted by way of poll and the timing of making such
demand.
The proceedings of the AGM normally commences with a concise
but complete presentation by the President & GCEO on the financial
performance of the Company for the preceding financial year, preceding
quarter and the Company’s vision and initiatives. The presentation is
supported by visual illustrations of key points and key financial figures to
facilitate shareholders’ understanding. During the AGM, the shareholders
are also at liberty to raise questions on all affairs of the Company unlike
Extraordinary General Meetings where questions raised are on the
proposed resolution being tabled. The Chairman, subject to the line of
questions and relevance, entertains questions raised at the AGM as long as
there is sufficient time and they are not repetitive. Questions posed, where
possible, are answered in detail either at the AGM itself or thereafter where
the shareholders will be contacted and provided with the answers.
Further, the President & GCEO also shared with the meeting the
responses to questions submitted in advance by the MSWG. The Board,
Management and the Company’s external legal counsels and auditors,
PricewaterhouseCoopers ("PwC") are in attendance to respond to
questions raised and provide clarification as required by the shareholders.
At the AGMs, all valid proxy appointments are properly recorded, counted
and reviewed by external auditors. Axiata chartered new milestone in 2016
by adopting poll voting at its general meetings. The first was during its
EGM in February 2016 followed by the 24th AGM in May. At the 24th AGM,
Axiata was among the first to pioneer electronic poll voting using tablets.
Deloitte was appointed to act as independent scrutineers to verify the poll
results. The scrutineers later announced the outcome of the poll result at
the AGM and the same was announced to Bursa Securities immediately
after.
STATEMENT ON CORPORATE GOVERNANCE