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A solid foundation on the principles of corporate governance, a strong hold to the code that honours integrity, transparency, accountability and responsible business conduct would create resilience in both the people and organisation which could weather any economic turbulence. In our journey towards becoming the Convergence Champion, we have strategised, embraced new challenges and earmarked the coveted milestones in our pursuit to realise our vision in making Life and Business Easier for the Nation. This is a journey that can neither be taken in isolation nor can it be accomplished in a short duration. It will not even be our flight alone but a concerted efforts of all of our stakeholders. We believe that every Malaysian has a stake in materialising this vision.
The key to fulfilling this vision are sustainability of the business and virtues that stem from good corporate governance and ethical practices that will create what we envision for the nation.
Our governance framework plays an integral role in supporting our business and helping us deliver our strategy. It provides the structure through which our strategy and business objectives are set, our performance is monitored, and the risks we face are adequately managed. It includes a clear framework for decision making and accountability across our business and provides guidance on the standards of behaviour we expect of each other. We are committed to excellence in corporate governance, transparency and accountability. This is essential for the long-term performance and sustainability of our Company, and to protect and enhance the interests of our shareholders and other stakeholders.
We regularly review our governance arrangements, to reflect developments in market practice, expectations and regulation as appropriate. Our Corporate Governance (CG) Model has been based on the following relevant requirements, guidelines and practices, in addition to being benchmarked against the ASEAN Corporate Governance Scorecard (ASEAN CG).
TM's CG Practices is best illustrated as follows:
The Statement on Corporate Governance made in accordance with the resolution and authority of the Board dated 22 February 2017 and published in the Integrated Annual Report 2016 outlines how TM has applied the principles and recommendations of the Malaysian Code on Corporate Governance 2012 throughout the financial year ended 31 December 2016.
TM's Statement on Corporate Governance, together with the Directors' Statement on Risk Management and Internal Control, sets out the manner in which the Company has applied the Principles as prescribed in the MCCG 2012.
Our Board Charter has been serving as a guide for excellence in corporate governance since its adoption in January 2013. It embodies our governance practices, Board policies and guidelines and derives its practices from the principles and recommendations of MCCG 2012 and its predecessors as well as international standards on CG. The Board Charter provides reference for the Directors on the Board's role, powers, duties and functions. It outlines processes and procedures for the Board and its committees in discharging their stewardship effectively and efficiently.
The Board Charter also acts as a primary source of reference for the Board as it compiles all of the Board Committees' term of reference (ToR) into a one complete document. It is reviewed annually and updated from time-to-time to maintain its relevance and accuracy to current rules and regulations. This review forms part of the annual exercise under the Board Performance Improvement Programme (BPIP), which includes an assessment of the Board's objectives, roles and responsibilities to ensure consistency of governance practices and adherence to the relevant rules and regulations.
Several reviews to the Board Charter were made in 2016. In February 2016, revisions were made to the Board Investment Committee's ToR and the Remuneration and Benefits Policy. Following the establishment of the Long Term Incentive Plan (LTIP) Committee, its ToR was reflected in the Board Charter. In August, further reviews were made to the Remuneration and Benefits Policy in line with our Convergence journey to confine the claim on telecommunication benefit to the services provided by TM Group only.
TM Board recognises the importance of addressing conflicts within the Board sensibly, fairly and efficiently within the Company, irrespective of the parties involved. The Chairman and Senior Independent Director (SID) have a tacit role to act as the intermediary to resolve any issue or sensitive matter that arises between members of the Board. In instances of conflict or issues between Board members and employees involving unethical conduct of any member of the Board, TM has established a grievance procedure whereby aggrieved employees may escalate complaints against the Board member via a formal channel through the SID and/or the Company Secretary.
The SID and/or Company Secretary will evaluate and, if required, stream the complaint to the NRC Chairman for consultation to decide on the next course of action. If the complaint is substantiated and warrants further investigation, an independent ad hoc Board Ethics Committee will be established to review and investigate the complaint and recommend the next course of action to the NRC. Ultimately, TM Board will decide on the most appropriate action to be taken against the Director.
The relevant governance policies can be viewed below:
Thirty-second Annual General Meeting (32nd AGM)
At the Company's 32nd AGM held on 26 April 2017, a total of 3,031 members, representing 2,544,070,610 shares of the Company, have duly registered for the meetings. All eleven (11) ordinary resolutions tabled at the said AGM were duly passed and carried.