Ar 2021
Ar 2021
Ar 2021
Always Be Ahead
We Are Company Vision
Undoubtedly, our people are our most valuable asset and as the
Company transforms into a leading converged solutions provider,
we are investing in our staff to broaden Maxis’ overall talent
inventory. Our culture and values are constantly adapting to keep
pace with our transformation and the entire Company is embracing
an innovative and digital-first mindset. With these pillars in place,
Maxis is well placed to create new and innovative products for all
our customers.
Maxis is well placed
to create new and
innovative solutions
for all our customers.
MATERIALITY
Bearing in mind our vision of becoming Malaysia’s Leading Financial Statements
Converged Solutions Company, we have developed a strategic • Malaysian Financial Reporting Standards (MFRS)
plan which takes into account the material matters that affect our • International Financial Reporting Standards (IFRS)
business, as well as the risks and opportunities we have identified. • Companies Act 2016
Our financial statements were prepared and assured in accordance with the MFRS, IFRS and Companies Act 2016. Please refer to pages
139 to 249 for the audited financial statements and our independent auditor’s report. We have not sought external assurance for our non-
financial information. However, we are enhancing our internal processes and policies to consolidate and monitor Environmental, Social
and Governance (ESG) data that is reported within the Company in line with our ambition to obtain external assurance on non-financial
information.
FORWARD-LOOKING STATEMENTS
This IAR contains forward-looking statements that involve known and unknown risks, uncertainties and other factors which may cause
future performance, outcomes and results to differ materially from those expressed or implied in such forward-looking statements. Such
forward-looking statements are based on numerous assumptions and reflect Maxis’ current views with respect to future events and are
not a guarantee of future performance. Readers should not place undue reliance upon such forward-looking statements as they are not
an implicit or explicit guarantee of our future performance.
02 Maxis Berhad
Inside This Report NAVIGATION
This report employs the use of icons to link our
strategy and material matters to our activities
and outcomes.
WE ARE MAXIS
About This Report 2 OUR MAX STRATEGY
Group Corporate Structure 4
Be the Leading Converged Solutions
Corporate Information 5
Directors’ Profiles 6 Company in Malaysia
Maxis Management Team 11
Profiles of Direct Reports to the Board and/or 15
Audit and Risk Committee Pursuant to Applicable Laws
Chairman’s Statement 16
M A X
MAXIS FOR ALL ACHIEVE UPE(1) MAXIS WAY
CEO’s Statement 20
Five-Year Financial Highlights 26
Group Quarterly Financial Performance 27
Note:
Group Statement of Financial Position 28 (1)
UPE – Unmatched Personalised Experience
Management Discussion & Analysis 30
Notes:
* This structure reflects Maxis Berhad’s subsidiaries only. Please refer to page 201 of this report on the other interests
held by the Group.
(1)
As of 24 February 2022, the change of name of Mykris Asia Sdn. Bhd. to Enterprise Managed Services Sdn. Bhd. is
underway.
(2)
Incorporated in Malaysia (registered under the Labuan Companies Act 1990).
04 Maxis Berhad
Corporate Information
We Are Maxis
Board of Directors Senior Independent Director Stock Exchange Listing
Alvin Michael Hew Thai Kheam Main Market of Bursa Malaysia
E-mail : alvin@maxis.com.my Securities Berhad
TAN SRI MOKHZANI BIN Listed since 19 November 2009
MAHATHIR Auditors Stock Code : 6012
Chairman/ PricewaterhouseCoopers PLT
Non-Executive Director (LLP0014401-LCA & AF 1146) Company Secretary
Level 10, 1 Sentral Dipak Kaur
RAJA TAN SRI DATO’ SERI Jalan Rakyat SSM PC No. 201908002620
ARSHAD BIN RAJA TUN UDA Kuala Lumpur Sentral LS 5204
Non-Executive Director 50706 Kuala Lumpur Malaysia
Tel : + 603 2173 1188 Head of Internal Assurance
01
ROBERT ALAN NASON Fax : + 603 2173 1288 Shafik Azlee bin Mashar
02
Non-Executive Director
03
Registered Office Investor Relations
04
DATO’ HAMIDAH NAZIADIN Maxis Berhad Paul Anthony Zaman
05
Independent Non-Executive [Registration No. 200901024473 Tel : + 603 2330 7000 06
Director (867573-A)] Fax : + 603 2726 8946
Level 21, Menara Maxis E-mail : ir@maxis.com.my
ALVIN MICHAEL HEW Kuala Lumpur City Centre
THAI KHEAM Off Jalan Ampang Customer Service
Independent Non-Executive 50088 Kuala Lumpur Tel : 1800 821 123
Director Malaysia E-mail : customercare@maxis.com.my
Tel : + 603 2330 7000
MAZEN AHMED M. ALJUBEIR Fax : + 603 2726 8946 Investor Relations and Corporate
Independent Non-Executive Website : www.maxis.com.my Governance website link
Director https://maxis.listedcompany.
com/home.html
Share Registrar
MOHAMMED ABDULLAH K. Boardroom Share Registrars https://maxis.listedcompany.
ALHARBI Sdn. Bhd. com/corporate_governance.
Non-Executive Director [Registration No. 199601006647 html
(378993-D)]
ABDULAZIZ ABDULLAH M. 11th Floor, Menara Symphony
ALGHAMDI No. 5, Jalan Prof. Khoo Kay Kim
Non-Executive Director Seksyen 13
46200 Petaling Jaya
LIM GHEE KEONG Selangor Darul Ehsan
Non-Executive Director Malaysia
Tel : + 603 7890 4700
Fax : + 603 7890 4670
Email : BSR.Helpdesk@
boardroomlimited.com
Website : www.boardroomlimited.com
TAN SRI MOKHZANI BIN MAHATHIR RAJA TAN SRI DATO’ SERI ARSHAD BIN RAJA TUN UDA
Chairman/ Non-Executive Director Non-Executive Director
61 | Male | Malaysian 75 | Male | Malaysian
Date of Appointment as Director of Maxis: 16 October 2009 Date of Appointment as Director of Maxis: 16 October 2009
Date of Appointment as Chairman of the Board: 22 April 2021
Tenure as Director: 12 years Tenure as Director: 12 years
Number of Board Meetings attended during the year Number of Board Meetings attended during the year
7/7 7/7
01
Qualifications Qualifications
02 He is a qualified petroleum engineer. He pursued his tertiary education at the He is a Fellow of the Institute of Chartered Accountants in England and
University of Tulsa, Oklahoma in the USA, where he graduated with a Bachelor Wales, and a member of the Malaysian Institute of Accountants. He is also
03 of Science in Petroleum Engineering. a member of the Malaysian Institute of Certified Public Accountants and
served on its council for 24 years, including three years as its President.
04 Working Experience/Occupation
Mokhzani has a BSc in Petroleum Engineering from the University of Tulsa, Working Experience/Occupation
05 Oklahoma, USA. He began his working career in 1987 as a Wellsite Operations Raja Arshad is currently the Chairman of Binariang GSM Sdn. Bhd., Ekuiti
Engineer with Sarawak Shell Berhad and resigned in 1989 to pursue business Nasional Berhad, Icon Offshore Berhad, Yayasan Amir and Yayasan Raja
06 opportunities in Kuala Lumpur. Muda Selangor and a Director of Yayasan DayaDiri. He is also the Chancellor
of University Selangor and a member of Council of Royal Court, Selangor.
Through 1990-2000, he was involved in the takeover and restructuring of
Tongkah Holdings Berhad and Pantai Holdings Berhad (both listed on the Kuala He was formerly a Director of Khazanah Nasional Berhad. He was also
Lumpur Stock Exchange) and their associated companies. These entities were formerly Executive Chairman of PricewaterhouseCoopers (PwC) Malaysia,
involved in manufacturing in the electronics sector, stockbroking, healthcare Chairman of the Leadership Team of PwC Asia 7, Chairman of the Malaysian
and property development. These companies were sold after the 1998 Asian Accounting Standards Board and Danamodal Nasional Berhad. His previous
Financial Crisis as part of his persona divestment and restructuring exercise. international appointments include being a member of the PwC Global
Leadership Team, the PwC Global IFRS Board and the Standards Advisory
In 2001, he started Kencana Capital Sdn. Bhd., a family office, from which he Council of the International Accounting Standards Board.
invested in HL Engineering, a small Oil & Gas engineering company based
in Lumut, Perak. The boom in this industry saw HL Engineering prosper and His previous public appointments include being a member of the Securities
become Kencana Petroleum Berhad, one of Malaysia’s leading Oil & Gas Commission, the Malaysian Communications and Multimedia Commission, the
services company with an international footprint. Kencana Petroleum later Investment Panel of the Employees Provident Fund and the Board of Trustees
merged with SapuraCrest Berhad to form SapuraKencana Petroleum Berhad. of the National Art Gallery.
He was also Executive Chairman of Opcom Berhad, Malaysia’s leading fibre Directorship in other public or listed companies
optic cables manufacturing company, from 2008 until 2019. With the Sime Ekuiti Nasional Berhad, Icon Offshore Berhad, Yayasan Raja Muda Selangor,
Darby Automotive Group, he holds the franchise for Porsche Automobiles in Yayasan DayaDiri and Yayasan Amir
Malaysia.
06 Maxis Berhad
Directors’ Profiles
We Are Maxis
ROBERT ALAN NASON DATO’ HAMIDAH NAZIADIN
Non-Executive Director Independent Non-Executive Director
67 | Male | Australian 58 | Female | Malaysian
Date of Appointment as Director of Maxis: 7 March 2016 Date of Appointment as Director of Maxis: 01 February 2014
01
Qualifications Qualifications
He holds a Bachelor of Business (Honours) from the Royal Melbourne She holds a Bachelor of Laws from the University of Wolverhampton and 02
Institute of Technology. He is a fellow of CPA Australia and a member of the a Certificate in Personnel Management, Malaysian Institute of Personnel
Australian Institute of Company Directors. Management. 03
Working Experience/Occupation Working Experience/Occupation 04
Robert is currently a Non-Executive Director of Maxis since 1 May 2019. Dato’ Hamidah Naziadin has more than 31 years of extensive strategic
He is also the Chairman of the Business & IT Transformation Committee human resources (HR) and leadership experience in the financial services 05
and a member of the Audit and Risk Committee, and the Government and sectors across Malaysia and ASEAN.
Regulatory Affairs Committee since 1 May 2019. Prior to the current position 06
of Non-Executive Director, Robert was the Interim Chief Executive Officer Dato’ Hamidah was formerly the Group Chief People Officer of the CIMB
of Maxis from 1 April 2018 to 30 April 2019. Prior to that, he was a Non- Group a position she held up to October 2020.
Executive Director from 2 to 31 March 2018. Robert was an Independent
Director from 7 March 2016 to 1 March 2018 and Chairman of the Audit and During her tenure with CIMB Group, she led people strategies to attract,
Business & IT Transformation Committees from 20 April 2016 to develop and retain talent, cultivated an agile workforce to prepare for the
1 March 2018. future of work, and enhanced the end-to-end employee experience via
technology innovation. Her key achievements included strategising the
He retired from Telstra Corporation in September 2015 after five-and- resource integration in successful mergers and acquisitions over the years,
a-half years leading a major transformation of its operations. His role at within Malaysia and across ASEAN and APAC regions, and implementing
Telstra involved regular, active participation in the company’s Business Unit strategic HR programmes that had earned peer and industry recognition
Performance Review Committee, Strategy Committee, M&A Committee, through numerous awards.
Capital Investment Management Committee, Growth Committee, Customer
Advocacy Committee and Risk Committee. He was the Chairman and She was also the CEO of CIMB Foundation from May 2016 to October 2020
Director of Foxtel Pty. Ltd. from 2012 until February 2017. He was a Director and member of the Board of Commissioner, PT Bank CIMB Niaga, Indonesia
of various companies/Boards in Australia and elsewhere from 2003 to 2017. from 2010 to September 2014.
Robert is presently an independent consultant and sits on the Advisory
Board of AT Kearney. Dato’ Hamidah is currently an Independent Non-Executive Director of Maxis
Berhad, Nestle (Malaysia) Berhad, Sime Darby Property Berhad and
His international experience includes living and working in the US and UK Mr D.I.Y Group (M) Berhad. She also sits on the Board of Majlis Sukan Negara
together with extensive experience in transformation projects for many Malaysia and is a member of Razak School of Government’s Leadership
companies in Asia, Europe, and North and South America. Development Committee. Dato’ Hamidah is active in mentoring and
coaching young talent and women at
Directorship in other public or listed companies various formal and informal settings.
Nil
Directorship in other public or
listed companies
Nestle (Malaysia) Berhad, Sime
Darby Property Berhad and Mr
D.I.Y Group (M) Berhad
Qualifications Qualifications
01 He holds undergraduate degrees from Queen’s University, Canada and Mazen earned his MBA with highest distinction from Harvard Business
an MBA from INSEAD France. He is certified with the Canadian Securities School, where he was designated a George F. Baker Scholar. He earned his
02 Institute and has attended executive programmes at IMD, INSEAD, Stanford, A.B. with honours in Economics from Harvard College, where he received
USC and UCSF. the John Harvard and Harvard College Scholarships for academic distinction.
03
Working Experience/Occupation Working Experience/Occupation
04 He is currently the Group Managing Director of Southgate Ventures, a private He is a private investor based in Riyadh, focused on investing in and actively
05 equity owned education platform company with international schools in supporting the development of SMEs and growth companies in Saudi Arabia
Indonesia, Myanmar, Korea and India. and the United States. His portfolio of companies span a range of industries
06 including technology, retail, education and wholesale distribution. Alongside
His 31 years of corporate experience covers private equity at The Abraaj his investment activities, Mazen serves as an independent member on the
Group; financial advisory and private equity at H2O Capital; commercial boards of prominent government organisations, public corporations, private
banking at TD Bank; investment banking at Lancaster Financial; business companies and social enterprises.
development and marketing at P&G in Switzerland, Vietnam, Southeast Asia
and Australia; and top management and regional board experience at L’Oreal Previously, Mazen was an Executive Vice President of Amwal AlKhaleej, a
where he was President of its companies in Malaysia and Taiwan. He served Middle Eastern private equity firm, and earlier in his career, was a consultant
on the boards of the European Chamber of Commerce in Taipei from 2006- with McKinsey & Company, based in its Washington, D.C. office, where
2009 and Taipei American School from 2011-2014. he advised several Fortune 500 companies on operations, strategy and
organisation, often in the context of major transformations and turnarounds.
In 2004, he was conferred the title of Chevalier de l’Ordre Nationale du
Merite by French President, Jacques Chirac, in recognition of his business Directorship in other public or listed companies
achievements. Maxis Communications Berhad
08 Maxis Berhad
Directors’ Profiles
We Are Maxis
MOHAMMED ABDULLAH K. ALHARBI ABDULAZIZ ABDULLAH M. ALGHAMDI
Non-Executive Director Non-Executive Director
51 | Male | Saudi Arabian 39 | Male | Saudi Arabian
Date of Appointment as Director of Maxis: 29 May 2015 Date of Appointment as Director of Maxis: 4 September 2018
Tenure as Director: 6 years Tenure as Director: 3 years
Number of Board Meetings attended during the year Number of Board Meetings attended during the year
7/7 7/7
Qualifications Qualifications
He holds a M.S. Certificate in Engineering Management from the University Abdulaziz received his Master’s degree (M.Sc.) in Human Resources 01
of Missouri, USA. He also holds a B.S. in Systems Engineering - Industrial Management from the University of Westminster, London, United Kingdom in
Engineering and Operations Research from the King Fahd University of 2012. This degree was preceded by a B.Sc. degree in Computer Information 02
Petroleum and Minerals, Saudi Arabia. Systems from King Saud University, Saudi Arabia, in 2006.
03
He has attended multiple executive and professional courses at leading Working Experience/Occupation
business schools of the world including Harvard, Euromoney, Columbia Abdulaziz is the General Manager of Investment Operations in Saudi
04
Business School, INSEAD, Wharton and Kellogg School of Management. Telecom Company (STC) Group since 2018. He is an executive with 15 years 05
of progressive experience in the telecom industry. Throughout his career in
Working Experience/Occupation STC Group, one of the largest telecom company in Middle East, Abdulaziz 06
He is currently the Head of Mergers & Acquisitions (M&A) at Saudi Telecom has shown consistent success in maximising corporate performance, driving
Company (STC) responsible for leading overall M&A activities with a focus on growth, ensuring adherence to good governance practices, and enhancing
international expansion and strengthening STC local position in the digital value especially for the portfolio of companies and VC Funds in both local
age through in-market consolidation. He has always been involved in STC and international markets where STC group is a significant player.
key strategic decision-making on M&A opportunities.
Abdulaziz has rich experience in Strategic Business interventions and
He represented STC on the Boards of PT Axis Indonesia, Public transformation programs in addition to building high-impact PMO teams for
Telecommunications Company Ltd. (BRAVO), Saudi Arabia, Aircel Limited, start-ups and green field projects. He is a board member in a number of
India, Cell C (Pty) Ltd. and 3C Telecommunication (Pty) Ltd., South Africa. companies including STC Kuwait and STC Bahrain. Further, he has attended
a number of courses with global executive education institutes such as
He has led the process of identifying synergies and developing synergy Harvard and INSEAD.
realisation programs, implementing greenfield operations and major
acquisitions of STC, which include the acquisition of 25% shares in Binariang Directorship in other public or listed companies
GSM Sdn. Bhd., Malaysia, acquisition of 35% stake in Oger Telecom Maxis Communications Berhad
Limited, successful bidding of Kuwait and Bahrain greenfield mobile
licenses, increasing STC’s stake in VIVA Kuwait, divestment of PT Axis
Telekom Indonesia, increasing STC stake in Intigral, an end-to-end solutions
provider focused on delivering digital media content services to regional
telecommunications operators in the Gulf, STC divestment from Careem (the
ride hailing company) and sale of STC pay stake to western union.
10 Maxis Berhad
Maxis Management Team
We Are Maxis
GOKHAN OGUT WAYNE N TREEBY MARIAM BEVI BINTI BATCHA
Chief Executive Officer Chief Financial Officer & Chief Corporate Affairs Officer
Chief Strategy Officer
01
52 | Male | Turkish 66 | Male | Australian 58 | Female | Malaysian 02
Date of Appointment: 1 May 2019 Date of Appointment: 1 May 2018 Date of Appointment: 1 May 2019 03
04
Gokhan joined Maxis in September 2018 Wayne’s career covers over 30 Mariam is responsible for Corporate
05
as the Chief Operating Officer (COO). He years of increasingly senior roles in Affairs for the organisation, providing 06
first focused on strengthening the core telecommunications, technology, media, strategic communications counsel to
operations of the business to deliver professional services and investment the Management Team and overseeing
innovative products and services in an banking. He has vast experience in implementation of all internal and
ever-increasing competitive core mobile transforming complex businesses to external communications strategies,
market. In May 2019, Gokhan moved improve their competitive position and policies and procedures, including media
into the CEO position, driving Maxis’ to focus them on delivering outstanding management, employee volunteerism
new ambition to be Malaysia’s leading customer service. His 20-year career at and sustainable corporate responsibility
converged solutions provider. Telstra included global scale strategic, activities. She also delivers a coordinated
commercial and leading roles particularly effort in managing stakeholder
Prior to Maxis, Gokhan ran his own in Telstra’s Initial Public Offering and relations across the Regulatory and
consultancy firm based in Istanbul, Turkey; secondary market offering valued at over Government Engagement functions of the
offering management and marketing A$30 billion. Wayne has also played organisation.
consultancy services in Europe and the key roles in driving major transformation
Middle East. Before that, he was with programmes at Telstra. She has over 30 years of experience
Vodafone Turkey from 2009 to 2016, and prior to joining Maxis in September
where he held senior roles – his first Before joining Maxis, Wayne held a 2010, she served as Vice President,
position as Chief Marketing Officer, rising number of senior finance roles including Group Corporate Communications in
to become the Chief Consumer Business Chief Operating Officer and Chief Telekom Malaysia Berhad. Prior to that,
Officer in 2011 and eventually the Chief Financial Officer of KPMG Australia, where she served as Head of Group Corporate
Executive Officer of the company he led the transformation of KPMG’s Communications and Investor Relations
between 2013 and 2016. business model in the country. He was in Amanah Capital Partners Berhad, and
also a key member of KPMG’s Global later as the General Manager of Group
Before Vodafone, Gokhan was in & ASPAC Committees and its Global IT Corporate Communications in United
senior marketing as well as general Steering Committee. Engineers (Malaysia) Berhad/UEM World
management roles with a number of Berhad.
large and well-known companies like Wayne is a graduate of Harvard Business
Danone and Procter & Gamble, holding School’s Advanced Management Mariam holds a Bachelor of Business
positions that had domestic and global Programme. He holds an MBA from the in Business Administration degree
responsibilities in Turkey, US and France. University of Melbourne as well as a with Distinction from RMIT University
Master’s degree in Practicing Accounting in Melbourne, Australia and a Diploma
Gokhan has an Industrial Engineering from Monash University and Bachelor of in Public Relations from the Institute of
degree from the Bogazici University Architecture (Hons) degree from Deakin Public Relations Malaysia (IPRM).
of Turkey, as well as an MBA from the University. He is a Fellow of Certified
University of Illinois at Chicago. Public Accountant (CPA) Australia, a
Fellow of the Financial Services Institute
Gokhan was also the acting Chief of Australia, a Certified Management
Marketing Officer (CMO) during the first Accountant (CMA) Australia and a
half of 2021 and as of 16 August 2021, Loh Member of the Australian Institute of
Keh Jiat was appointed as CMO. Company Directors.
01
02 56 | Male | Australian 42 | Female | Malaysian 50 | Male | Australian
03 Date of Appointment: 1 August 2018 Date of Appointment: 2 September 2019 Date of Appointment: 1 December 2020
04
05 Paul is responsible for the Enterprise and Natalia is responsible for leading the Rob leads the Technology Strategy
06 Wholesale Business (Maxis Business), people agenda in Maxis. Division which drives key strategic
servicing Maxis corporate, government, initiatives for Maxis, champions Innovation
small and medium enterprise (SME), She joined Maxis in September 2019 as and guides Maxis’ technology evolution
wholesale customers. the Chief Human Resource Officer. Natalia to sustain and extend our leadership in
has enabled multiple transformational unmatched customer experience and
He joined Maxis in August 2018 as the programmes within the organisation technology.
Head of Enterprise and comes with and the People & Organisation division,
over 30 years of experience building whilst playing a key role in navigating Rob joined Maxis in August 2018 as
multinational business units across the pandemic by leading key people- the Head of Corporate Strategy and
Australia and Asia Pacific, within the related initiatives across the company. was appointed to the Chief Technology
telecommunications, IT outsourcing, Under her guidance, Maxis has Strategy Officer role in December 2020.
and enterprise software sectors. Prior also completed several merger and His 28 years in the telecommunications
to joining Maxis, Paul was the Managing acquisition onboarding and integration industry spans leadership of strategy,
Director, of the Journey to Cloud Business projects, enabling the rapid expansion delivery and operations across the full
with Accenture Australia and New of the business’ capabilities in key focus suite of IT and network technologies
Zealand, building the Accenture cloud segments. in both challenger and market leading
migration, management and advisory operators.
services business in ANZ. Prior to joining Maxis, Natalia worked with
Zaid Ibrahim & Co (ZICO Law), the United Before Maxis, Rob held the position
Prior to Accenture, Paul spent 8 years at Nations, CIMB, Hewlett Packard (HP) and of Chief Information Officer (CIO) and
Telstra as a member of the Telstra Senior Micro Focus, a UK-based technology Head of Network Planning in an Indian
Management team, during this time, he company. In her previous capacities, she telecommunications company, driving
oversaw several key businesses ranging has played integral leadership roles within major improvements in productivity. Prior
in size from AU$1-4 billion. He was tasked HR, such as Country HR Leader, Regional to that, Rob was with Telstra Australia for
with re-igniting growth and transforming HR Leader and Global HR Business 18 years, where he served as Director of
their underlying performance. In 2010, Partner where she led several large- Voice & Convergence and subsequently,
he founded and successfully launched scale HR transformational programmes Director of Architecture. His time in Telstra
Telstra’s new Enterprise ICT and cloud relating to global merger & divestiture started in Research & Development
services business, serving corporate and deals. She has also led successful before transitioning into delivery and then
government clients initially in Australia labour relations negotiations across Asia transformational engineering roles.
and then later across Asia, overseeing Pacific and developed HR programmes
exponential growth over 3 years and including talent and employee relations Rob holds a Bachelor of Engineering
the business grow to become a AU$1.3 programmes. (Hons) and a Bachelor of Science, from
billion division with Telstra and become the University of Western Australia.
the second largest ICT service company Natalia graduated from Staffordshire
in Australia. Earlier experiences include University in the UK with a Bachelor
executive and country leadership roles of Law (LLB) and was admitted as an
within global multinational companies advocate and solicitor in 2004.
such as EDS, PeopleSoft, Sun
Microsystems, Siemens and Philips.
12 Maxis Berhad
Maxis Management Team
We Are Maxis
NG MAY CHING ABDUL KARIM FAKIR BIN ALI PATRICK ER
Chief Information Officer Chief Network Officer Chief Sales & Service Officer
01
50 | Female | Malaysian 51 | Male | Malaysian 47 | Male | Malaysian 02
Date of Appointment: 1 December 2020 Date of Appointment: 1 December 2020 Date of Appointment: 1 June 2021 03
04
May Ching is responsible for business Karim is responsible for the development, Patrick is responsible for the management
05
IT digitalisation strategy, delivery implementation, and operation of Maxis of sales and distribution, customer 06
and operations and transformation quality network leadership with pivotal experience and service, supply chain,
programmes for the functions of focus on delivering unmatched customer and credit and collection functions. He
Business IT Delivery, Business IT experience in Mobile, Fixed, International oversees the development of strategies
Infrastructure, Digital Development, and Enterprise network services. related to product distribution expansion,
Digital Transformation, Data and AI, segmented sales, digitalisation of sales
Cybersecurity Management and Business Karim rejoined Maxis in January 2014 as and services, and delivery of unmatched
& IT Transformation in Maxis. the Head of Network all the way from personalised experiences (UPE).
Bangkok, where he held Senior Vice
Since joining Maxis in 2013, she has President Network Services position Patrick joined Maxis in June 2016 as
made significant contributions in business in DTAC Thailand with primary role to Head of Commercial Management
IT delivery where she was responsible support business while developing the and Customer Experience and was
for driving product and channels local engineers’ capabilities. He has subsequently appointed as Head of
development, delivery across company- over 25 years of vast experience in both Regional Sales Management - West
wide information systems support, Network and IT system for Mobile and Malaysia in March 2019. On 1 June 2021,
business support systems transformation, Fixed communication covering the scopes he was appointed as Chief of Sales &
establishing the Center of Excellences for of strategy framework, fundamental Service.
Digital, Big Data, Advanced Analytics and planning, organisation transformation,
starting the Robotics Process Automation project management, quality system and Prior to joining Maxis, he held senior
and Cloud practices in Maxis. She drives operations. roles in Hong Leong Bank. He was
the transformation and digitalisation of responsible for the micro and small SME
customer experience through cloud at He was among the pioneers of Binariang segment profitability, sales, marketing,
Maxis. team (later known as Maxis) who planned and product development. He was also
and built the 2G network in 1994 before responsible for the bank’s 300-branch
Prior to joining Maxis, May Ching was taking up DiGi’s role in 2002 as Senior network distribution strategy, design and
the Managing Director in Accenture Radio Frequency Manager, promoted format, technology and IT innovation, and
Malaysia for Client Service Delivery within to the Head of Network Planning productivity. Before Hong Leong Bank,
ASEAN Technology Growth Platform & and Head of Network Engineering in he was previously with Digi where he
Communications Media and Technology 2005 and 2008 accordingly. His last was responsible for consumer sales and
for the Philippines and Malaysia. May position with DiGi prior to the Bangkok customer service across all retail and
Ching spent 19 years in Accenture and assignment in 2010 was Deputy Chief branded channel stores.
has extensive experience in technology Technical Officer with additional role as
delivery, IT transformation, business and Programme Director in Celcom - DiGi Patrick holds a Bachelor of Science in
IT solutions delivery and consulting for sites infrastructure consolidation and fibre Mechanical Engineering from Michigan
communications providers, and other collaboration projects. Technology University and a Master’s in
cross-industry clients in the region for Business Administration from University of
Accenture. Karim graduated from University Newcastle.
Malaya, Kuala Lumpur with First Class
May Ching graduated from Monash Honors bachelor’s degree in Electrical
University in Melbourne, Australia, with Engineering in 1994. He was the recipient
First Class Honors bachelor’s degree of Rulers Education Award 1994 and
in Electrical and Computer Systems Tunku Abdul Rahman Medal 1995.
Engineering.
We Are Maxis
Dipa has over 28 years of experience in corporate secretarial and governance matters in
various public listed and private companies, and is qualified to act as a Company Secretary
under Section 235(2) of the Companies Act 2016.
As Company Secretary of the Maxis Berhad Group, Dipa provides active governance
support to the Chairman, Directors, the Board, Board Committees and Management.
She holds a Bachelor of Laws (LL.B) from the University of Leicester, United Kingdom, a
Masters in Law (LL.M) from University Malaya, Certified Diploma in Accounting and Finance
from the Association of Chartered Certified Accountants, Graduateship of the Institute
of Chartered Secretaries and Administrators (now known as the Chartered Governance
Institute), Certificate of Legal Practice and is a non-practising Advocate and Solicitor
of the High Court of Malaya. Dipa is a Graduate of the Australian Institute of Corporate
DIPAK KAUR (DIPA) Directors and a Fellow and Chartered Governance Professional of the Malaysian Institute
of Chartered Secretaries and Administrators (MAICSA). Dipa holds the office as an elected
Company Secretary Council Member of MAICSA and additionally the following positions at MAICSA. She is a
Chairman of Young Company Secretaries Working Group and the Corporate Governance
52 | Female | Malaysian Guide for Private Companies Task Force respectively. She is also a Deputy Chairman of 01
Date of Appointment: 7 August 2009 both the Technical Compliance and Governance Committee and Training and Professional
02
Development Committee as well as a member of the Thought Leadership Committee.
03
04
05
06
Shafik joined Maxis in April 2014 as the Head of Internal Audit, now known as Internal
Assurance, responsible for leading the independent Internal Audit function that reports
functionally to the Audit Committee and administratively to the CEO.
Shafik brings over more than 20 years of work experience in various industries spanning
telecommunication, IT outsourcing and fast moving consumer goods, in various roles
covering telecommunications operations, project management and internal auditing.
Prior to joining Maxis, he was the Head of Internal Audit at Robi Axiata Limited, a subsidiary
of Axiata Group in Bangladesh. Prior to that, he was with various multi-national and local
companies at varying regional and global leadership roles, responsible for operations and
audit throughout his career.
SHAFIK AZLEE BIN MASHAR Shafik holds a Bachelor of Engineering degree in Information Systems Engineering from
Imperial College of Science, Technology & Medicine, London and is a Certified Information
Head of Internal Assurance Systems Auditor (CISA) certified PRINCE2 Project Management Professional and Certified
ScrumMaster (CSM) for Agile.
46 | Male | Malaysian
Date of Appointment: 15 April 2014
Nuri has over 19 years of professional working experiences in designing and implementing
anti-corruption programmes, international strategy and communication, corruption risk
management, governance, and compliance training advisory. She has led the design and
implementation of ISO37001:2016 Anti-Bribery Management System in various Government
agencies and organisations.
She currently supports the Board of Directors, Audit and Risk Committee and Management
by providing oversight on the design, implementation, compliance, and enforcement of
the Maxis Integrity & Compliance Framework (MICF), Maxis Anti-Bribery Corruption System
(MABC) and AML/CFT structure. She also works closely with all stakeholders to ensure that
Maxis upholds the highest standards of integrity and transparency in its business practices.
Prior to joining Maxis, Nuri has served the Malaysian Anti-Corruption Commission (MACC)
NURIRDZUANA BINTI ISMAIL as Assistant Commissioner and has been the Head of Integrity Risk Management for Group
Integrity, PETRONAS.
Head of Integrity and Governance Unit
Nuri holds a Bachelor of Science (BSc.) degree in Biomedical Technology from University
43 | Female | Malaysian Malaya and is a Certified Integrity Officer (CeIO) from Malaysia Anti-Corruption Academy
Date of Appointment: 24 August 2020 (MACA), Certified Trainer from HRDF, Certified Learning Facilitator for Anti-Corruption and
Compliance from Basel Institute of Governance, Switzerland, Certified Lead Auditor and
Technical Expert for ISO37001:2016 Anti-Bribery Management System (ABMS). She is also
an Exco member for Transparency International, Malaysia.
16 Maxis Berhad
We Are Maxis
01
02
03
04
05
06
Despite the difficult external environment that persisted consumers to businesses. The value creation plan has
throughout the year, Maxis maintained a strong financial always been centred on our purpose of bringing together
position thanks to sound financial stewardship. We the best technologies to enable individuals, businesses
continuously strive to maximise sustainable shareholder and the nation to stay ahead in a changing world.
value and based on our performance, the Board has
declared a total dividend of 17 sen per share with a total The sustainability movement gained more traction in the
payout of RM1.33 billion. last year, especially in the lead-up to the United Nations
Climate Change Conference summit (COP26), and Maxis
Maxis’ long-term strategy, or MAX Plan, has placed us on continued to accelerate efforts to be more sustainable in
the right trajectory for growth and industry leadership. its business practices when engaging with all stakeholders,
The focus of the strategy is to strengthen our core connecting the unconnected, and in working towards
value propositions across all customer segments, from carbon neutrality in network and operations.
01
02
03
04
05
06
CORPORATE RESPONSIBILITY including those from over 600 schools who are now
connecting with the programme through the eKelas
As Malaysia’s leading converged solutions company, we are portal. In 2021, we launched the first eKelas mobile app,
extremely cognisant of the responsibilities that come with giving students, teachers and parents greater flexibility
corporate citizenship and remain committed to our 1% profit and convenience when accessing content on-the-go
before tax (PBT) pledge for corporate social responsibility. and beyond the eKelas portal. The app offers more than
We redoubled our efforts to ensure that communities 3,000 curated bite-sized units of content across English,
facing hardship were supported through our corporate Mathematics and Science.
responsibility outreach programmes.
In 2021, we launched eKelas Usahawan, a programme to
During the year, Maxis supported communities impacted empower women entrepreneurs to build a stronger digital
by floods and the pandemic with food aid, while initiatives presence so they can grow their business and expand
during the festive seasons also focused on pandemic- income opportunities. To date, we have already helped train
related support, with aid distributed in particular to B40 more than 1,000 women entrepreneurs.
families. We also responded to calls for financial aid
and sponsorship in support of the national vaccination Meanwhile, we have committed to providing greater
programme, working with various NGOs. access to devices, by contributing devices to schools
under the #MyBaikHati programme. We have also,
With education at the core of our corporate responsibility together with the telecommunications industry, provided
efforts, our flagship community programme, eKelas, free data and connectivity packages under several
continues to grow with more than 50,000 students, government initiatives.
18 Maxis Berhad
Chairman’s Statement
We Are Maxis
ACKNOWLEDGEMENTS
FUTURE OUTLOOK
Read more on pages 102 to 117. TAN SRI MOKHZANI BIN MAHATHIR
“As a proud
homegrown
Malaysian brand,
Maxis has always
been committed
to the country’s
digital ambitions
01
through our
02 leading converged
03
04
network.”
05
06
At Maxis, we see this as a pivotal moment and tipping point in the digital
The overall business journey of the nation. Malaysia has done well in terms of digital adoption,
operating environment thanks to strong infrastructure, innovative companies and a digitally savvy
continued to be population. But the need for digitalisation has become much more of a
challenging in 2021. The necessity, especially among SMEs and corporates with greater demands
ongoing effects of the for online transactions and cost efficiencies in business. This has, in turn,
pandemic on the entire increased the demand for faster internet speeds and better quality of service.
world has accelerated an
As a proud home-grown Malaysian brand, Maxis has always been committed to
existential challenge for
the country’s digital ambitions through our leading converged network. As we
the telecommunications
gear up to deliver on the exciting promise of 5G technology, we are also focused
industry. Service providers
on strengthening our 4G network, both in terms of coverage and experience,
are facing not only in line with the nation’s JENDELA initiative. With our convergence strategy,
increased demand for we remain committed to bringing together the best of technologies to enable
data, speed and reliability, individuals, businesses and the nation to Always Be Ahead in a fast-changing
but also downward pricing world.
pressure. To optimise
operations and prepare In 2021, we remained committed to this brand promise across all fronts — from
for the advent of 5G, consumers, enterprises and network to our people, sustainability and services.
providers must continue
to increase capital Our continuous investments and collaboration over the last two decades
expenditure and seek out have resulted in a strong network of communities and the most extensive
converged network in the country. In February 2022, Maxis declared its
innovative new services.
commitment to empowering all Malaysians and businesses in the country to
20 Maxis Berhad
We Are Maxis
2021 Highlights:
Business Resiliency
MAX Strategy
01
Read more on pages 57 to 59. 02
03
04
Financial Performance 05
06
Read more on pages 26 to 35.
“Together, we look
forward to building
and strengthening this
rangkaian, and achieving
immense possibilities
together as a nation.”
be connected in every possible way, at all times, with
the launch of our brand campaign, Rangkaian Kita
Rangkaian Malaysia (RKRM). RKRM represents the
reinforcement and deepening of our Always Be Ahead
brand purpose and is driven by our evolution from a
mobile telecommunications provider to a connectivity
and digital solutions expert that offers solutions for
every segment. The spirit of RKRM is about celebrating
diversity and we will continue to serve people
from all walks of life based on each of their unique
requirements. Together, we look forward to building
and strengthening this rangkaian, and achieving
immense possibilities together as a nation.
Without a doubt, the operating environment was Individuals, Homes and Businesses
impacted as a result of the pandemic and the various M
MAXIS
· Continue to Win in Consumer Mobile
· No. 1 Convergence Player
movement restrictions over the course of the year. FOR ALL · Grow Enterprise Exponentially
We continued to not only expand coverage, but also invest Normalised EBITDA was RM3,898 million, registering
in enhancing the quality and efficiency of our networks a normalised EBITDA margin on service revenue of
for our customers to enjoy an Unmatched Personalised 48.8%. Net profit dipped 5.4% to RM1,308 million,
Experience at all times. We also expanded our range of mainly attributed to the continued heavy investments to
digital tools to not only help improve the accessibility of strengthen the Maxis network, enterprise solutions and
our products and services, but also to provide the best fibre coverage, as well as prudent adoption of reduced
experience across all touchpoints. spectrum life, which resulted in high depreciation and
amortisation costs. Importantly, operating free cash flow
In 2021, we invested in upgrading mobile network sites remained strong, increasing 7.3% to RM3,906 million.
and expanding our fibre footprint to strengthen our Maxis recognises the importance of dividends to its equity
converged network experience. Our Fibre business also shareholders and that a prudent dividend preserves an
continued to grow, largely due to new product innovation optimal capital structure that protects our core business
and excellent service from ‘Maxperts’, our very own during this time of uncertainty.
internet experts.
Maxis Fibre saw healthy growth with increased home fibre
Throughout the year, we continued to place strong connections. Our fibre network, coupled with High-Speed
emphasis on our MaxisWay 2.0 culture. We established Broadband access agreements, spans over 21,000 km,
a five-year Talent Strategy Roadmap and took steps to giving us access to 5.5 million premises, an achievement
ensure a continued diverse and inclusive workplace. We that is key to our position as the leading converged
struck partnerships with 13 higher education institutions solutions company and has enabled us to grow our Home
and six talent partners and utilised a data-driven talent subscribers to over half a million.
22 Maxis Berhad
CEO’s Statement
We Are Maxis
01
02
03
04
05
06
Maxis Business capitalised on its strong position as an Our Enterprise business was marked by Maxis
essential SME technology partner, registering growth as championing the digitalisation of Malaysian SMEs and
more and more SMEs embraced digitalisation in the wake enterprises to be future-ready. As a Technology Solutions
of the disruptions. Provider, we continued to assist SMEs in digital adoption
under the RM5,000 SME Digitalisation Grant provided by
Our Finance and Collections team, meanwhile, continued the Malaysia Digital Economy Corporation (MDEC). During
to focus on prudent cash management and a rigorous the year, we also launched the UsahaWIRA Programme,
credit collections programme powered by data analytics. which showcased success stories of real-life ‘UsahaWIRAs’
(hero entrepreneurs) to inspire thousands of other
D OUR VALUE CREATION OUTCOMES entrepreneurs across Malaysia.
commitment and focus in Within Maxis, our sustainability governance sits with
the Strategy team, with direct oversight from the CEO’s
JENDELA, we exceeded all office. The Strategy team is responsible for driving our
2021 targets in accelerating sustainability plan, with reporting guidelines based on the
Global Reporting Initiative (GRI) and the FTSE4Good Bursa
capacity for both mobile Malaysia Index.
24 Maxis Berhad
CEO’s Statement
We Are Maxis
FUTURE OUTLOOK
Human Capital
We pride ourselves on ‘the MaxisWay’, our culture that makes Our long-term convergence and growth strategy is already
Maxis the best place to work. One of the most important things yielding results. In 2022, we will continue to be laser-
that we did as part of that philosophy was to focus on diversity focused on strengthening our industry leadership and
and inclusion as one of the key drivers of human capital. diligently executing our strategic plan, while being guided
Diversity is a major part of talent acquisition while inclusion will by our Always Be Ahead brand purpose and commitment
help us retain talent. On talent development, the Maxis ‘I Grow’ to Rangkaian Kita, Rangkaian Malaysia. Doubling down
enrichment programmes provide tools like LinkedIn Learning
on our ambition to be the leading converged solutions
and in-house centres of excellence for mobile-based self-
provider is a blue ocean strategy in which we are no
learning. We are also investing in the next generation of talents
through financial support, internships and job opportunities.
longer competing in traditional product markets with
Under the Maxis Scholarship Programme 2021, Maxis awarded our competitors but are shifting the focus from average
21 outstanding and deserving individuals with scholarships for revenue per user (ARPU) to average revenue per account
women, STEM, leadership and innovation. (ARPA), a paradigm shift that is driven by solutions as well
as connectivity.
To give our people the opportunity to give back to society,
our volunteer programme, mSquad, supports all internal
01
We will continue to focus on winning in the consumer
and external community initiatives. For fitness and well- space by accelerating our core business and offering our 02
being, we created the Move It! programme, with in-office and customers new value propositions for individuals and 03
online fitness classes. Ultimately, we are confident that the
homes, device offerings and network differentiation. In the 04
most sustainable human capital strategy is one in which our
enterprise space, the Maxis Business brand embodies our
employees can grow both professionally and personally while 05
still on their career journey.
convergence narrative and the growing stable of digital
services and solutions, which will help us gain traction 06
Another important component of employee health and well- with Malaysian SMEs as we leverage our position as their
being is safety. Our business continuity plan (BCP) ensured technology and digitalisation partner.
that while we were minimising any service interruptions to our
customers, our employees would be safe regardless of where As a desired partner in nation-building, Maxis has
their work took them. steadfastly supported the JENDELA initiative, and we will
continue to do so in an effort that aligns with our long-
term strategy to strengthen our own 4G network and fibre
access.
“In 2022, we will We are also a stakeholder in the MyDIGITAL initiative and
continue to be Malaysia’s Shared Prosperity Vision 2030, both of which
aspire to transform the nation into a full-fledged digital
laser-focused on economy that will benefit everyone.
strengthening our Last but not least, we recognise the increasing importance
of sustainability across the environmental, social and
industry leadership governance aspects of the business. We will continue to
strive to be an employer of choice, to give back to society,
and diligently to support communities and the nation and to conduct our
business with honesty and integrity.
executing our We are proud to have built one of the strongest household
strategic plan, while brand names in Malaysia with a talented and diverse team.
These two elements are our most valuable assets, driving
being guided by our our competitive advantage and laying the foundation for
future growth. We remain committed to bringing together
Always Be Ahead best-in-class technologies and a differentiated network to
ensure that our communities, families and businesses are
brand purpose connected more than ever before.
and commitment
to Rangkaian Kita, We are Maxis.
Rangkaian Malaysia.” GOKHAN OGUT
2021-2020
2021 2020 2019 2018 2017 YoY Change
FINANCIAL RESULTS
Financial Indicators (RM’m)
Revenue 9,203 8,966 9,313 9,192 9,419 2.6%
Service revenue(1) 7,980 7,835 7,878 8,158 8,343 1.9%
EBITDA (2)(3)
3,838 3,759 3,891 3,799 4,307 2.1%
Normalised EBITDA(4) 3,898 3,819 3,926 3,843 4,195 2.1%
Profit before tax (PBT) 1,762 1,852 2,027 2,369 2,878 -4.9%
Profit after tax (PAT), also representing profit
attributable to equity holders of the Company 1,308 1,382 1,512 1,780 2,180 -5.4%
Capex 1,187 1,245 1,213 1,038 1,029 -4.7%
Operating free cash flow(3) 3,906 3,639 3,511 3,331 3,367 7.3%
01
Financial Ratios
02
EBITDA margin (%) 41.7% 41.9% 41.8% 41.3% 45.7%
03
Normalised EBITDA margin on service revenue (%) 48.8% 48.7% 49.8% 47.1% 50.3%
04
PBT margin (%) 19.1% 20.7% 21.8% 25.8% 30.6%
05 PAT margin (%) 14.2% 15.4% 16.2% 19.4% 23.1%
06 PAT margin on service revenue (%) 16.4% 17.6% 19.2% 21.8% 26.1%
Interest cover ratio 4.6 4.6 4.7 7.0 7.3
Earnings per share (sen)
- basic 16.7 17.7 19.3 22.8 28.5
- fully diluted 16.7 17.7 19.3 22.7 28.4
Dividends per share (sen)(5) 17.0 17.0 20.0 20.0 20.0
FINANCIAL POSITIONS
Financial Indicators (RM’m)
Equity attributable to equity holders of the Company(7) 6,725 6,715 6,666 6,814 6,611
Total assets (3)
22,443 21,932 22,323 19,805 19,134
Total borrowings(3)(6) 10,098 9,780 9,930 7,639 7,642
Financial Ratios
Return on invested capital (%)(7) 10.4% 10.6% 12.4% 14.8% 18.7%
Return on average equity (%)(7) 19.5% 20.7% 22.4% 26.5% 39.6%
Return on average assets (%)(3) 7.5% 7.9% 9.1% 10.7% 13.1%
Gearing ratio(3)(7) 1.32 1.35 1.40 1.04 1.07
Net assets per share attributable to equity holders
of the Company (RM)(7) 0.86 0.86 0.85 0.87 0.85
Notes:
(1)
Service revenue is defined as Group revenue excluding sale of devices. Comparative information has been restated to conform with current
presentation.
(2)
Defined as profit before finance income, finance costs, tax, depreciation, amortisation and allowance for write down of identified network costs.
(3)
2018 and 2017 financial information are based on pre-MFRS 16 “Leases”.
(4)
Normalising RM60 million (2017: RM28 million) annual charge-out of upfront spectrum assignment fees and the below items for the respective years:
(a) 2019 - RM25 million unrealised foreign exchange gains.
(b) 2018 - RM16 million unrealised foreign exchange gains.
(c) 2017 - RM78 million unrealised foreign exchange gains and RM62 million prior years’ service fee reduction.
(5)
Dividends declared and proposed in respect of the designated financial years.
(6)
Include derivative financial instruments designated for hedging relationship on borrowing.
(7)
The comparative results were restated due to the change in deferred tax measurement on indefinite-life intangibles.
26 Maxis Berhad
Group Quarterly Financial Performance
We Are Maxis
2021
2020 01
02
First Second Third Fourth Year
In RM’m Quarter Quarter Quarter Quarter 2020 03
Revenue 2,341 2,151 2,213 2,261 8,966 04
Service revenue 1,969 1,928 1,968 1,970 7,835 05
EBITDA 944 938 953 924 3,759 06
Normalised EBITDA 959 953 968 939 3,819
PBT 474 457 490 431 1,852
PAT, also representing profit attributable to equity
holders of the Company 357 342 364 319 1,382
Earnings per share - basic (sen) 4.6 4.4 4.6 4.1 17.7
Dividends per share (sen) (1)
4.0 4.0 4.0 5.0 17.0
2019
Notes:
(1)
Dividends declared and proposed in respect of the designated financial periods/years.
(2)
Comparative information has been restated to conform with current presentation.
TOTAL ASSETS
Receivables, deposits and Deposits, cash and bank balances Other assets
prepayments (RM’m) (RM’m)
(RM’m)
2,722 1,191 9
2020: 3,020 2020: 735 2020: 18
01
02
03
04
05
06 3,
02
0
(13
.8
%)
2,
72
1,19
2
)
735
(12
.3%
1 (5
.1%
(52
(3.3
.3%
)
18 (0.1%)
61
%)
1,7
11,4
67 9 (0.1%
(8
.0
%)
1,8
)
)
1.1%
54
(8.
3%
4 (5
2020
)
2021
202
11,47
20
0
21
20
20
20
20
21
20
20
21
4,931 (22.5%)
202
0
2021
2020
5,193 (23.1%)
2021
28 Maxis Berhad
Group Statement of Financial Position
We Are Maxis
TOTAL EQUITY AND LIABILITIES
05
(18.6
)
.7%
%)
06
(18
9.0
4,161
00
8 (1
2,564 (11.4%)
4,2
4,16
)
1.6%)
.1%
(19
10
2,547 (1
85
,0
90
4,1
(4
5.
0%
)
9,7
6
3(
44
.5%
)
)
.1%
(4
7
92
)
2021
2020
%
2021
.5
(3
0
4
202
77
21
20
20
20
21
20
20
20
21
20 (2.1%
)
0 472
2 02
1 .1%)
202 456 (2
0
202
29 (0.1%)
2021
2020 39 (0.2%)
Note:
(1)
The comparative results were restated due to the change in deferred tax measurement on indefinite-life intangibles.
Integrated Annual Report 2021 29
Management Discussion & Analysis
We Are Maxis
We are pleased with our overall performance in 2021 as we demonstrated agility and adaptability to
overcome a very challenging operating environment, not just for us but for the government, businesses,
communities and the Rakyat, as well. The emotional, mental and economic strain that the COVID-19
pandemic and subsequent lockdowns have resulted in are not to be underestimated.
Note: The comparative results were restated to conform with current presentation.
30 Maxis Berhad
Management Discussion & Analysis
We Are Maxis
Normalised EBITDA Profit After Tax
48.7%
48.8% -5.4%
48.6%
47.7%
46.8%
1,382
+2.1% -9.4% 1,308
4Q20 3Q21 4Q21 2020 2021 4Q20 3Q21 4Q21 2020 2021
01
Normalised EBITDA (RM’m) Normalised EBITDA Margin on Profit After Tax (RM’m) 02
Service Revenue (%)
03
Normalised EBITDA and normalised EBITDA margin on service revenue increased to RM3,898 million and 48.8%, 04
respectively, for FY2021. We recorded Profit After Tax (PAT) of RM1,308 million in 2021 compared to RM1,382 million 05
in 2020. Year-on-year EBITDA growth was in line with the increase in service revenue while PAT was impacted by the 06
increase in depreciation and spectrum amortisation.
2.41
2.32
+7.3% +3.3%
3,906
-1.5% 10,098
9,780
3,639
9,045
8,907
-4.7%
+62.0%
1,245
1,187
1,191
735
2020 2021 2020 2021 2020 2021 2020 2021 2020 2021
Capex (RM’m) Operating Free Cash Deposits, cash & bank Net debt (RM’m) Debt (RM’m)
Flow (RM’m) balance (RM’m)
Net debt to EBITDA
Capital expenditure (Capex) in 2021 was RM1,187 million, a decrease of 4.7% from 2020 since the major IT transformation
was completed in 2020. Operating Free Cash Flow (OFCF) grew by 7.3% to RM3,906 million mainly due to our focus on
working capital initiatives and lower Universal Service Provision payments during the year.
As a result of this performance and our prudent cash management measures, the amount of deposits, cash and bank
balance increased to RM1,191 million by the end of FY2021. Consequently, net debt to EBITDA ratio reduced from 2.41 to
2.32 as at 31 December 2021.
+4.5%
a decline in foreign workers,
reduced disposable income due -1.1%
02
03 our Postpaid, Prepaid and
Postpaid Subscription & ARPU
04 international roaming revenue. -4.7%
05
06 83 85
81 81
79
+2.0% +7.5%
Note: The comparative results were restated to conform with current presentation.
32 Maxis Berhad
Management Discussion & Analysis
We Are Maxis
Prepaid Prepaid Revenue
marginally by 2.6% from RM39 to RM38 per Prepaid Subscription & ARPU
month.
-2.6%
Total Fibre Revenue (Home + Biz Fibre) Total Fibre Connections & ARPU
+3.8%
+21.1%
110
660 109
108
107 105
+22.9% 545
+4.7% +20.7%
+5.4%
536 536
512
168 177
144
444 444
4Q20 3Q21 4Q21 2020 2021 4Q20 3Q21 4Q21 2020 2021
Fibre Revenue (RM’m) Total Fibre Connections (‘000) Home Fibre ARPU (RM/month)
Value distributed
To Employees 735 670 14% 13%
To Government 910 905 17% 18%
To Providers of Capital 1,803 1,819 34% 36%
Retained for Future Reinvestment and Growth 1,818 1,710 35% 33%
Total Distributed 5,266 5,104 100% 100%
Value generated
Revenue 9,203 8,966 - -
Less: Operating Expenses (4,268) (4,220) - -
Operating Profit 4,935 4,746 94% 93%
01 Government Grant and Other Income 271 274 5% 5%
02 Finance Income 60 84 1% 2%
03 Total Value Added for Distribution 5,266 5,104 100% 100%
04
05 INVESTOR RELATIONS aside necessary funding for network expansion and
06 improvement and working capital needs. As part of this
Creating Long-Term Shareholder Value policy, the Company targets a payout ratio of not less than
Maxis is committed to creating long-term value for its 75% of its consolidated PAT under Malaysian Generally
shareholders and has been providing consistent cash Accepted Accounting Standards (GAAP) in each calendar
returns through the declaration of dividends. For the year, beginning financial year ending 31 December 2010,
FY2021, Maxis rewarded its shareholders with RM1.33 subject to confirmation of the Board and to any applicable
billion cash dividends comprising four interim dividends law, licence and contractual obligations and provided
each of 4.0 sen per share with an additional special that such distribution would not be detrimental to its cash
interim dividend of 1.0 sen per share in the fourth quarter. needs or to any plans approved by its Board. Investors
The total dividend payout of 17 sen per share represents a should note that this dividend policy merely describes
dividend yield of 3.51%, based on the closing share price the Company’s present intention and shall not constitute
of RM4.85 as at the end of December 2021. The proposed legally binding statements in respect of the Company’s
dividend payout is aligned with our dividend policy and future dividends which are subject to modification
policy of active capital management. (including reduction or non-declaration thereof) at the
Board’s discretion.
Dividend Policy
Our full dividend policy, as stated in our IPO Prospectus As the Company is a holding company, its income, and
dated 28 October 2009, is reproduced here for therefore its ability to pay dividends, is dependent upon
reference: “The declaration of interim dividends and the the dividends and other distributions that it receives
recommendation of final dividends are subject to the from its subsidiaries. The payment of dividends or other
discretion of the Board and any final dividend for the year distributions by the Company’s subsidiaries will depend
is subject to shareholders’ approval. It is the Company’s upon their operating results, financial condition, capital
intention to pay dividends to shareholders in the future. expenditure plans and other factors that their respective
However, such payments will depend upon a number of board of directors deem relevant. Dividends may only be
factors, including Maxis’ earnings, capital requirements, paid out of distributable reserves. In addition, covenants
general financial condition, the Company’s distributable in the loan agreements, if any, for the Company’s
reserves and other factors considered relevant by the subsidiaries may limit their ability to declare or pay cash
Board. dividends”.
Maxis intends to adopt a dividend policy of active capital The reported profit after tax payout ratios in the financial
management. The Company proposes to pay dividends years 2018, 2019, 2020 and 2021 were 87.7%, 103.6%,
out of cash generated by its operations after setting 96.0% and 101.8%, respectively.
34 Maxis Berhad
Management Discussion & Analysis
We Are Maxis
01
02
03
COMMUNICATING WITH OUR SHAREHOLDERS We believe in the constructive use of our Annual General 04
Meetings (AGMs). These meetings are attended by 05
Maxis remains committed to maintaining the highest our Board of Directors and the Management Team. A 06
standards of corporate disclosures and transparency. Our comprehensive review of the Company’s performance is
disclosure policy is based on these three key principles: shared and any shareholder present can query the Board
and Management Team at these meetings. Our external
i. Maintain open and regular communications with all auditors are also present to answer any questions on the
shareholders; auditing, preparation and content of the independent
ii. Disseminate financial and strategic updates in a timely auditors’ report.
and transparent manner; and
iii. Ensure equal treatment and protection of Our stakeholders, especially institutional investors, place
shareholders’ interests. great emphasis on how we manage our Environmental,
Social and Governance (ESG) matters and create value
We actively communicate with our shareholders from our operations. Being cognisant of this, we have
We maintain active dialogues with our shareholders embarked on a value creation journey to fully integrate
throughout the year, through a planned investor relations our annual report in accordance with the IIRC Framework
programme that includes corporate days and to form a holistic view of our strategy and growth
investment conferences, which, in FY2021, were held plans, as well as manage key risks and opportunities,
virtually. In addition, we respond to ad hoc meeting in order to build and reassure confidence and improve
requests and queries from shareholders as well as our future performance. Also, we have been listed
the investment community. Our investor-focused on the FTSE4Good Bursa Malaysia Index since 2015.
programmes are further supplemented by a dedicated Valued by our shareholders and other stakeholders for
Investor Relations website, a key resource for benchmarking our corporate responsibility practices, we
corporate information, financial data, stock exchange intend to maintain and further improve our position on this
announcements, quarterly results, annual reports, index in the future.
upcoming investor events, shares and dividend
information and investor presentation slides. Feedback and enquiries
Our Investor Relations website is available at We welcome feedback on our Investor Relations initiatives,
http://maxis.listedcompany.com/home.html. as well as the other information we have provided
herewith. Queries about and requests for publicly available
We meet regularly with major institutional investors via information, comments and suggestions to the Company
virtual investor meetings as we adapt to the new normal. can be directed to ir@maxis.com.my. We look forward to
We also hold regular sessions with financial analysts to continuously and effectively engaging with our shareholders.
discuss business performance and strategies. These
meetings are typically hosted by the Head of Investor
Relations and attended by the appropriate mix of senior
management, including our Chief Executive Officer and
Chief Financial & Strategy Officer.
Integrated Annual Report 2021 35
Understanding the World We Operate In
01
02
03
04
05
Empowering
Businesses
06
to Always Be Ahead
with the best of
technology
and solutions
36 Maxis Berhad
Building Business Resiliency
Policy Environment 01
02
Industry Shifts and Megatrends
03
• The COVID-19 pandemic has further highlighted the importance of telecommunications infrastructure as an enabler 04
for remote working, e-commerce, access to essential services and all aspects of the digital economy. 05
• In February 2021, the government launched the MyDIGITAL initiative with the vision of transforming Malaysia into a 06
digitally driven, high-income nation and a regional leader in the digital economy.
Impact on Maxis
• The focus on a strong and resilient telecommunications infrastructure as a national imperative aligns with our
strategy of strengthening our 4G network, which includes expanding coverage into rural and underserved areas to
bridge the digital divide, something made possible with the planned sunset of 3G services.
• MyDIGITAL will require robust connectivity capacity, so this initiative has a significant impact on Maxis in terms of our
role in nation-building.
• Over the past three years, Maxis has been moving towards being a converged connectivity provider and a digital-
first company. We will continue to roll out our MAX Plan strategy and we are confident that we will stay ahead of the
competition.
• We have committed to becoming the preferred digitalisation partner for Malaysian SMEs as part of our growth strategy
in the enterprise segment. This dovetails significantly with many of the proposed initiatives under MyDIGITAL.
• By focusing on a services model for providing connectivity and digital solutions to both our consumer and enterprise
segments, we believe that we can acquire growth sustainably through this strategy.
2022 Outlook
• The rate of digitalisation in Malaysia will continue to grow, having been catalysed by the COVID-19 pandemic and
subsequent lockdowns. This will grow to encompass new use cases for 5G technology.
• Maxis is well primed to assume the leadership role in becoming Malaysians’ preferred digital and technology partner
for our local SMEs, as well as a key enabler of opportunities for our consumers.
• The COVID-19 pandemic changed the way that companies across the globe approached the future of the workplace.
• Many businesses transitioned from physical workplaces to remote working environments powered by
videoconferencing and productivity tools.
• Businesses that did not rely on physical proximity have largely gone virtual to take advantage of the benefits with
minimal impact on sales.
• Moving to an endemic state has cemented the trend of remote work and accelerated the rate of automation to
reduce or eliminate the need to go to the office.
• Retail stores are moving towards digitalised customer interactions to reduce physical contact by utilising digital touchpoints.
01
02 Impact on Maxis
03 • Maxis employees are categorised into multiple teams based on their need to be in the office or on the ground.
04 • Efforts to reduce physical contact and interaction between employees help prevent the spread of COVID-19 in the office.
05
06
• We transitioned employees to newer ways of working; this included Return to Office (RTO) which is based on
rotational teams which are determined by personal or health requirements and essential functions required on site.
• Awareness programmes were hosted to educate employees on the benefits of being vaccinated.
• Vaccination drives were organised to ensure that our people’s health and safety were being taken care of. As of
31 December 2021, 94% of our people were fully vaccinated.
• All meetings that do not have a mandatory face-to-face requirement have been moved to Microsoft Teams, a
virtual platform.
• Maxis Centres (retail stores) have evolved to serve customers digitally, creating safer customer interactions and
deeper customer engagement through digital touchpoints.
• Maxis Centres operated with the minimum number of staff needed to ensure that the stores ran efficiently.
• All frontline staff were fully vaccinated and tested bi-weekly for assurance.
2022 Outlook
38 Maxis Berhad
Building Business Resiliency
• Despite the multiple lockdowns, the economy grew by 3-4% in 2021, driven by the multiple stimulus packages
announced by the government to provide relief to the whole economy.
• The 12th Malaysia Plan (12MP) was viewed positively as it provided a five-year road map for economic development
that will help to chart a recovery trajectory for the country and create economic resiliency.
• Greater focus on sustainability and ESG considerations across all sectors of the economy.
Impact on Maxis
• The recovery in the second half of the year bolstered Maxis’ performance through an increase in device uptake
01
and value-added services by consumers, while Enterprise customers subscribed to our productivity, marketing and
business solutions. 02
• The 12MP will accelerate Malaysia’s transition to a more digital society by digitalising our local SMEs. This will have a 03
direct impact on the growth of our Enterprise segment. 04
• The additional focus on sustainability within the 12MP aligns well with Maxis’ own sustainability aspirations. 05
06
• Maxis will leverage the current economic recovery and ongoing government stimulus packages to strategically
target our consumer segments (i.e. individuals, households, SMEs, corporates) during times of increased spending
power and healthier employment rates.
• We will develop and integrate a sustainability strategy into our wider corporate strategy to ensure Maxis’
contribution to Malaysia’s sustainability and global climate ambitions.
• Maxis will use digitalisation and automation to gain a better understanding of and insights into our supply chain,
ensuring its resilience.
2022 Outlook
• Maxis is optimistic and ambitious for the coming year, thanks to a positive recovery outlook for Malaysia’s economy
in 2022.
• The government stimulus packages will continue to advance digitalisation and Enterprise growth.
• Unemployment rates are expected to return to healthier levels in 2022, encouraging consumer spending and
increased demand for converged experiences.
Digital Inclusion
• The latest data shows that between 600,000 and 1 million M40 households have been relegated to what was
previously the B40 bracket.
• Many of these households will come to rely on connectivity and digital solutions more than ever for work, business,
essentials, learning and leisure.
• A significant number of those embracing the digital economy will be from rural and underserved areas where
internet access and connectivity may not be robust enough to support economic activity.
• The government has implemented the JENDELA initiative, which commits to providing wider coverage and better
broadband for underserved parts of the country. This means raising the coverage from 93% to 98%, ahead of the 5G
deployment.
01
02
03 Impact on Maxis
04 • SMEs will aim to capitalise on this growth of newer markets, opportunities and talent by accelerating the adoption of
05 digital platforms and payment methods, thereby signalling an increased demand for Maxis’ enterprise solutions.
06 • Maxis continues to support Malaysia’s JENDELA connectivity ambitions by continued investment into expanding our
fibre network coverage, with the aim of providing a quality digital lifestyle.
• The enhanced digital lifestyles of consumers have increased demand for connectivity, which has been a strong
driver of Maxis’ resilient core mobile business.
• Maxis has a sizable youth customer base that is looking for low-cost data plans, which we have made possible
through our Hotlink prepaid and postpaid plans.
• We continued to support affordable and accessible device ownership propositions through Zerolution 360.
• Maxis remained agile in providing home connectivity with wireless broadband offerings for households with pending
fibre installations.
• In line with the JENDELA plan, we focused on investing and expanding our 4G coverage intro rural and underserved
areas.
• Maxis continued to focus on the eKelas initiative to provide greater access to digital learning through free oral content for all
students, especially enabling those from rural communities and students attending online classes during lockdowns.
• We ran workshops and webinars under eKelas Usahawan, which provides digital tools and skills to women
entrepreneurs, particularly those in rural areas.
• We continued to give back to students in rural areas through the #MYBaikHati initiative, enabling more people to
leverage technology and fulfilling our commitment to providing greater access and connectivity to digital learning.
• Maxis supported Jaringan Prihatin, a government initiative focused on bridging the digital divide and ensuring more
Malaysians have access to the digital economy.
2022 Outlook
• COVID-19 has served as an accelerant in Malaysia’s digital adoption journey. The growing connectivity and
digitalisation demands have reinforced our vision and strategy, and we remain committed to doubling down on the
execution of our converged services and enterprise solutions growth strategy.
• Maxis will continue to drive the growth of the eKelas initiative to create a larger platform of digital educational
content which can be accessed by more students across Malaysia.
• We will continue to be a strong supporter of bridging the digital divide and embark on more nation-building initiatives.
40 Maxis Berhad
Building Business Resiliency
• Since the COVID-19 pandemic, there has been an increase in demand for wireless broadband, which is a product of
Malaysia’s high mobile-centricity.
• COVID-19 has cast a spotlight on IoT applications across all verticals.
• Businesses are accelerating their digitalisation timelines by migrating to the cloud, increasing usage of data and
analytics and adopting productivity tools and platforms.
Impact on Maxis
• The pandemic has encouraged us to be more innovative in how we engage with our customers and provide them
01
with the best digital customer experience possible.
• We will make a stronger push to expand our Enterprise solutions to be ready to meet the growing digital needs of 02
our customer segments. 03
• We will place a greater emphasis on supporting the nation’s digital economy ambitions via our role as a connectivity 04
and solutions provider. 05
06
• We utilised big data and analytics to better understand our customers and provide customisable offerings through
our digital apps, resulting in increased customer loyalty and higher NPS scores.
• Maxis completed several acquisitions to strengthen our portfolio of digital solutions for the Enterprise segment. We
also enhanced our Cisco and Microsoft technology platform certifications and established stronger partnerships.
• Throughout the year, Maxis created interesting digital employee engagements, such as a virtual town hall built on a
virtual Maxis campus.
2022 Outlook
• Growing usage of big data and analytics as the ultimate digital engagement tool in interacting with and serving customers.
• With a first-mover advantage in the Enterprise space, Maxis will continue to build robust digital and technological solutions
and platforms to be the #1 technology partner who is best positioned to meet the demands of the digital decade.
• Maxis will continue to identify and pursue strategic partnerships to provide the best 5G and technological innovations to
consumers and businesses.
Climate Action
• Malaysia is positioning itself as a sustainable financial hub, thus providing the opportunity to apply financial
instruments that can accelerate Malaysia’s transition to a low-carbon economy.
• Malaysia has committed to aggressive carbon neutrality targets in the form of a Nationally Determined Contribution
(NDC), pledging to reduce its economy-wide carbon intensity (against GDP) by 45% by 2030, compared to 2005 levels.
• At COP26, Malaysia made several commitments, including halting deforestation by 2030 and curbing methane
emissions by signing the Global Pledge on Methane.
• Malaysia faces growing climate change impacts, which will result in more frequent extreme weather, as evidenced by
the increased flooding across the country in December 2021.
• The European Union (EU) will implement a Carbon Border Adjustment Mechanism (CBAM) beginning in 2023, with
the United States also considering a similar measure called a ‘polluter import fee’, which might impact Malaysian
01 businesses as trading partners.
02
03
04
Impact on Maxis
05
06 • Maxis is a partner to all industries in climate action efforts as telcos serve as the backbone industry to enable the
digitalisation of other industries, which contributes to the reduction of carbon emissions.
• Maxis echoes the urgency to commit to concrete climate actions by virtue of our position as a responsible corporate
citizen of Malaysia. This will be one of the anchors of Maxis’ long-term sustainability strategy moving forward.
• Maxis has leveraged our digital channels and platforms to minimise physical waste and carbon emissions in the way
our customers purchase products and services from us, which reinforces the importance of a sustainable lifestyle
among our consumers.
• Maxis has deployed hybrid solutions - a combination of diesel generators and batteries that has reduced diesel usage.
We have also begun installation of full and hybrid solar systems at rural sites to optimise operational cost while reducing
carbon impact.
• Maxis is shifting towards a more sustainable operating model for our physical buildings and internal operations via
our energy optimisation initiatives.
• Maxis has collaborated with MCMC to provide customers with an avenue to recycle electronic products at Maxis
centres across Malaysia.
• Maxis mobilised its teams to support flood victims with initial aid, which included food boxes and hygiene kits, along
with SIM packs for those in relief centres.
• Maxis completed flood mitigation simulation exercises with the relevant authorities and deployed standby generators
to 49 sites, in anticipation of prolonged power disruptions from the floods. We also made 55 portable generators
available for nationwide mobilisation to keep key network base stations running.
2022 Outlook
• Maxis will seek to implement a comprehensive long-term sustainability strategy that addresses all Environmental,
Social and Governance pillars in order to ensure our role as a key enabler of Malaysia’s climate ambitions.
• Maxis will continue to strive to create a digital ecosystem with the right connectivity infrastructure in place and
increased access to quality services and devices to enable all Malaysians to live a more sustainable lifestyle through
digital platforms and the reduction of physical waste.
• Maxis aims to be a sustainability enabler for all of our consumers and businesses.
• Maxis aims to ensure network resiliency in facing extreme climate events and in providing emergency response, ensuring
critical facilities (e.g. hospitals and evacuation centres) are well connected to support emergency response teams.
42 Maxis Berhad
Building Business Resiliency
• The Malaysia Cyber Security Strategy 2020-2024 includes initiatives to enhance the existing legislative and
regulatory framework used to combat cybercrime. The amendments to certain laws are now in progress, with the
Attorney General’s Chambers (AGC) collaborating with law enforcement agencies and other relevant government
bodies.
Impact on Maxis
• Maxis will need to ensure that robust cybersecurity and data protection practices and policies are implemented
across our organisation, through proactive data management and governance and in-house employee training,
01
to ensure all employees are familiar with the latest cybersecurity practices and policies.
02
03
04
Our Strategic Response 05
• Maxis has been improving and investing in our cybersecurity capabilities by ensuring our security monitoring and 06
data protection controls are always up to par so we can serve our customers with the best cybersecurity platforms
and capabilities.
• We have also focused on the continuous development of our talent pool to create a culture that has high awareness
of data protection and security in general.
• Maxis has always maintained a strong and close relationship with the regulatory bodies, especially the MCMC.
2022 Outlook
• Maxis will continuously improve our Cybersecurity Risk Management and ensure that we are always at the forefront
of cybersecurity capabilities, as data security and the privacy of our customers remain a top-level priority for Maxis.
• Maxis will maintain a strong collaborative relationship with our regulators to ensure compliance with the latest
privacy and data protection regulations.
Maxis continues to be impacted by a variety of risks stemming from both internal and external
events such as the COVID-19 pandemic, 5G implementation, mergers between our competitors
and spectrum allocation.
In 2021, apart from enhancing our overall Enterprise Risk Management (ERM) framework, we introduced a Cybersecurity
Risk Framework and revised the Risk Appetite Framework in aligning with our principal risks and material matters by
integrating our risk assessment parameters into our materiality assessment.
Further details of our business risks identification and prioritisation process are explained in the Statement on Risk
Management and Internal Control.
Legend:
04 CEBO Chief Enterprise Business Officer CSSO Chief Sales & Service Officer
06
Pandemic Risk (COVID-19)
M A X
44 Maxis Berhad
Risks and Opportunities
Economic Risk
Operation Risk
People Risk
46 Maxis Berhad
Risks and Opportunities
M A
Strategy:
A X
48 Maxis Berhad
Risks and Opportunities
A X (technology-related)
• Adoption rate, user engagement index, failure/
fault rate, performance and scalability
50 Maxis Berhad
Risks and Opportunities
At Maxis, we believe in balancing corporate purpose with the interests of not only our
business, but also of our stakeholders, society and the environment.
In order to better understand the concerns and emerging priorities of our key stakeholders, regular engagement is
conducted in daily operations. The Stakeholder Engagement exercise is conducted during the year to obtain a more
comprehensive and in-depth understanding of stakeholders’ perspectives on Maxis’ sustainability management.
The scope of engagement includes both internal and external stakeholder groups. The stakeholders participate in
qualitative and quantitative surveys to provide input on their perceptions of Maxis’ sustainability issues, as well as feedback
to help Maxis prioritise its focus and identify new opportunities for sustainable growth. 01
02
Maxis’ response to our stakeholders’ key expectations is summarised below. 03
04
Stakeholder Engagement Channel 05
Groups and Frequency Expectations Maxis' Response 06
Board of · Meetings · ESG road map and goals · Develop ESG road map with
Directors · Annual general meetings (AGM) · Operational excellence and short-, medium- and long-term
and extraordinary general technological improvements goals
meetings (EGM) · Product innovation for · Provide innovative
· Board effectiveness evaluation sustainability technological solutions and
· Company events/ activities · Climate change impact products
· Annual reports, financial remediation solutions · Regular engagement with
reporting and other disclosures · Reporting on ESG performance Directors and management of
the Company regarding ESG
progress
Frequency:
Daily, weekly, monthly, quarterly,
annually
Lenders/ Financiers · Company website (including · Carbon management · Develop emissions inventory
annual reports/ financial · Digital inclusion and reduction targets
01 reports) · Anti-bribery and anti-corruption · Anti-Bribery and Corruption
02 · Meetings · Online safety for children training for employees
· AGM/ EGM · Environmental management · Supply chain monitoring of
03
· Analyst Briefings vendor integrity
04 · Initiatives to improve
05 operational efficiency
Frequency: Monthly, quarterly
06
Major Shareholders/ · Company website (including · Product accessibility and · Offer innovative and affordable
Investors/ Analysts annual reports/ financial affordability products and services
reports) · Digital inclusion · Optimise cost savings through
· Analyst Briefings · Carbon footprint of supply digitalisation of processes
· AGM/ EGM chain · Engage a balanced portfolio
· Supplier diversity of suppliers, both local and
· Network quality international
Frequency: Quarterly
Suppliers · External surveys and feedback · IoT in specific sectors, e.g. · Leverage partnerships to
(i.e. customer survey, customer healthcare & security expand IoT ecosystem
complaint channel) · Energy-efficient solutions · Introduce renewable energy
· Company website (including · Consumer engagement on solutions and optimise Network
annual reports/ financial e-waste management equipment
reports) · Employment diversity · Embed focus on inclusion
· Internal/ External meetings · Customer engagement and diversity within every job
description
· Achieve targeted Net Promoter
Score
Frequency: Daily
52 Maxis Berhad
Risks and Opportunities
We engaged with a total of eight stakeholder groups, comprising the Board of Directors, employees, regulators, customers
(enterprise), investors, financiers/ lenders, suppliers and the media, to obtain their input on the sustainability matters.
01
1 Review of material matters 02
03
Conducted cross-functional deliberation sessions on and reviews of the sustainability matters. 04
05
06
Engaged with key internal and external stakeholders identified to understand needs and expectations with
reference to Maxis’ material matters.
Prioritised the sustainability matters from a business perspective, with representatives from various business
functions. This signified our initial steps to integrate our risk and materiality assessment.
4 Consolidation
Consolidated results of both exercises were tabulated, analysed and presented in the Materiality Matrix.
Upon finalisation of the materiality assessment, it was presented to the MMT and Board of Directors for approval.
Materiality assessment exercise was conducted to gather inputs from both stakeholders
and business perspective on significant material matters related to economic,
environmental, social and governance perspective. A total of 15 material matters were
assessed with 8 of the matters identified as high priority.
HIGH IMPORTANCE
Employee Development
Investing in effective programmes to promote employee
development and competency enhancement to respond to the
rapidly changing and complex business environment.
IMPORTANT
54 Maxis Berhad
Risks and Opportunities
Network Quality
Customer Experience & Satisfaction
and Coverage
Equal Ethnical Business Practice
Overall Influence on Stakeholder Assessments and Decisions
Climate Change
Environmental 01
Management Supply Chain Management
02
Community Development 03
04
05
06
Low
Customer Experience and Satisfaction, Data Privacy and Protection, Ethical Business Practices, Regulatory & Compliance, Digital
Inclusion and Innovation and Sustainable Business Growth remained as high-priority matters to Maxis. This was in line with
Maxis’ continuous efforts in delivering quality solutions to our customers while ensuring ethical conduct of business.
Newly identified high-priority material matters were the two (2) new matters which were added to the list of material matters this year,
namely Network Quality and Coverage and Crisis Management and Response. These two matters consider the core element of a
Telco provider’s offering of a reliable network, and the importance of robust crisis management processes internally and in times of
providing for the society in event of emergency and disaster, such as the COVID-19 pandemic and flood events.
Matters related to employees’ welfare and well-being including Equal Opportunity Workforce & Employment, Occupational
Health and Safety, and Employee Development remains important to Maxis as we know our people are our most important
assets in growing in tandem with the company. Maxis is also geared up to embed diversity and inclusion as an essential practice
in our organisation.
Climate Change have ascended in importance compared to Energy and Emissions identified in the previous year. This shows rising
emphasis on carbon management to meet national goals of achieving carbon neutrality by 2050, and for Maxis to play our role in
enabling carbon reduction through technological solutions for our clients.
Supply Chain Management remains a key element for Maxis’ operations to ensure ethical business practices extends beyond our
own operations to our business partners, suppliers, vendors, and service providers as well.
Community Development and Environmental Management remained moderately material to Maxis as we embarked on more
initiatives in 2021 to support local communities in education and entrepreneurship, and in handling e-waste responsibly.
As we revised the list of material matters, we have also reviewed to ensure the relevance and alignment of these material
matters to our key business risks. The mapping is demonstrated in the diagram below:
Supply Chain
Competition
Information
Technology
Technology
Regulatory
Protection
Operation
Pandemic
Economic
Business
Network
Vendor /
People
Failure
New
Risk
Network Quality
01 & Coverage
02
Data Privacy &
03 Protection
04
Customer
05 Experience &
06 Satisfaction
Ethical Business
Practice
Regulatory
Compliance
Sustainable
Business Growth
Crisis Management
& Response
Occupational
Health & Safety
Climate Change
Employee
Development
Equal Opportunity
Workforce &
Employment
Supply Chain
Management
Environmental
Management
Community
Development
56 Maxis Berhad
Our Strategy
Accelerate Fibre
Penetration in line with JENDELA
Individuals, Homes and Businesses
M · Continue to Win in Consumer Mobile
· No. 1 Convergence Player
Lead Converged Services
to the Home
MAXIS FOR ALL
· Grow Enterprise Exponentially Build Maxis Business
to be the Preferred ICT Partner
for All Malaysian Businesses
Performance in FY2021
M · Maxis mobile business remains resilient from value · Increased convergence subscriber uptake of both
MAXIS FOR ALL
optimisation of base despite challenging market mobile and fixed offerings.
environment during the pandemic. · Enterprise has seen growth in Fixed space across
• Continued success of prepaid to postpaid upgrade Corporations and maintained clear market leadership
campaigns driving greater increase in Maxis’ postpaid in the SME segment amongst telcos.
subscribers. · Increasing capabilities and moving up the ICT
• Maximised data analytics and artificial intelligence to solutions stack with key product launches and
01 increase customer retention and minimise churn rates. successful acquisition and integrated of Peering One
· Increased digitalisation of platforms and channels, to further solidify our cloud offerings.
02
resulting in growth of digital reloads and customer • Utilised Zerolution and promotional sales to drive
03 touchpoint interactions. increased device sales with affordable plans and deals.
04 · Steady Home broadband growth supported by Fixed
Wireless Broadband (FWBB), device and service
05 propositions.
06
Performance in FY2021
A · Increased digitalisation of platforms and channels, · Utilised and expanded on advanced analytics
ACHIEVE UPE resulting in growth of digital reloads and customer through for more personalised customer
digital touchpoints. experience that improved churn management.
· Expanded customer touchpoints to reach new · Agile digital factories cross-functional squad
segments in non-urban areas with alternate enabled better alignment and collaboration.
channels to target new customer segments. · Cloud partnerships, co-creation and digital
· Maintained superior converged network quality acceleration squads creating excitement over
leadership. digital and analytics innovation value.
· Recognised as industry leader by MCMC’s · Provided seamless omnichannel experience and
network benchmarks and kept high network NPS. superior digital engagement.
· Empowered customers to harness digital tools such
as self-serve apps and self-diagnostic capabilities for
quick resolution of issues.
Performance in FY2021
X · Established and drove the five-year Talent Strategy · Enhanced Maxis’ enterprise risk management with
MAXIS WAY road map. improved risk maturity practices and heightened
· Developed strong partnerships with 13 higher compliance across Maxis and external parties.
education institutions and 6 talent partners. Awarded • Actively engaged with the communities through
champion for telco category and top 10 employers in active eKelas Usahawan support towards B40
Malaysia for graduates. and entrepreneurs via partnerships with NGOs/
· Shifted towards a more sustainable operating model government.
in maximising energy efficiency and reducing our • Continued to enable greater access to digital learning
carbon footprint/ emissions in the way we operate through eKelas with the deployment of Maxis’ first
and deploy our network. mobile education platform and increased partnerships
· Built strong relationships with communities and the with schools.
government through focused efforts on nation- • Supported the nation during times of crisis by ensuring
building programmes and active engagement with stable connectivity and providing humanitarian relief
the government to shape nation-building narratives and aid to affected communities and frontliners.
to federal and state levels. • Continued to successfully execute cost optimisation
programmes with an optimised capital structure.
58 Maxis Berhad
Our Strategy
· Position Maxis as a brand that is committed to empowering all Malaysians and businesses in the country
to be connected in every possible way, at all times, via Rangkaian Kita Rangkaian Malaysia (RKRM).
· Target new opportunities in underserved segments (including B40 customer segments) through holistic
management of existing customer base and increased channel footprint.
· To be Malaysia’s leading converged ICT solutions provider across all business segments.
• Expand Maxis’ fibre coverage in support of JENDELA to accelerate our convergence ambition in 01
broadband offerings. 02
03
04
05
06
Priorities in FY2022
· Deliver unmatched personalised experience through a digital-first foundation and enhanced digital
customer journeys.
· Maximise subscriber growth and customer value through unmatched digital personalised.
· Focus on delivering distribution excellence through targeting & reaching new market segments.
· Build best-in-class frontliner experience to drive value-added customer interactions.
· Deliver the best connectivity and converged solutions for all via our All-Ways Connected Network.
· Best-in-class Digital IT service provider enabling digital business and customer experience as well as
leading technology innovation in Malaysia and regionally.
· Expand our data assets via advanced analytics to create new value and opportunities and embed data &
AI solutions as a way of working.
· Focus on cybersecurity, strengthen cyber resilience and embed security in the organisation’s DNA.
Priorities in FY2022
· Strengthen Maxis Employer Brand and External Talent Mindshare as a Tech Employer.
· Elevate Maxis to be a highly influential reputable brand that is always ahead in the market premised on
credibility, trust and industry-leading expertise.
· Drive greater focus in being the industry leader in convergence and strengthen our position as industry
thought leaders.
· Further empower communities through digital and social programmes by accelerating eKelas for the
nation and elevating eKelas Usahawan with more partnerships with NGOs/ government to accelerate
virtual participation.
· Continue our strong focus on cost management and cash flow via XLR8.
The diagram below illustrates how we utilise our business capitals to create value for our business and stakeholders.
Further details of the inputs and outputs of our six business capitals are explained in the following pages.
Business Our
Capitals Inputs Our Strategy
• RM1.2 billion total capex invested in line with our growth MAX Plan
strategy
• Focused on working capital initiatives
Financial
Capital
06
• Skilled technical and expert teams in all fields
• Rights, licences and partnerships for Consumer and
Enterprise solutions M
• Big data and analytics MAXIS FOR
Intellectual • Refreshed and refined leadership team to support ALL
Capital convergence ambition
X
labour rights and human rights standards within the
Company
MAXIS WAY
• Customer base of approximately 11 million subscribers
• Proactive engagements with stakeholders, especially with
the government and community on COVID-19 and flood
relief initiatives
Social & • Engaged with regulators (e.g. MCMC) to enhance
Relationship governance in areas such as service quality, data
Capital protection and integrity
• Certified as Technology Solutions Partner (TSP) with MDEC
60 Maxis Berhad
Value Creation Model
* During the year, we conducted an internal review on the mapping of Maxis’ sustainability matters to the UN SDGs. As we ramped up our sustainability
management initiatives, we have direct and indirectly contributed to a total of 12 SDGs. With our increased focus on ESG, we believe that Maxis’ strategic
initiatives under the MAX Plan can have the most meaningful impact on our business and stakeholders.
01
02
03
03
04 Keeping
05
06
Families,
Friends and Individuals
All-Ways Connected
62 Maxis Berhad
Our Value Creation Theme 1:
Maxis is a leading brand in the consumer mobile space. From our inception more than
25 years ago, the consumer business has always been the bedrock of the Maxis brand.
And even as we move towards becoming a converged solutions provider and a digital-
first company, we will always focus on delivering winning consumer mobile solutions. 01
02
03
04
05
06
Throughout our history in the consumer mobile industry, has accelerated the pace of this digital adoption in all
we have always adopted a customer-focused strategy our lives and highlighted the value and importance of
where we listen to our customers to learn about their digitalisation for businesses, especially SMEs.
needs and motivations. Maxis was established in 1995 as a
cellular company with mobile voice telephony as our main Creating a converged experience
value proposition. Fast forward 26 years and our value through Maxis Fibre and Prime
proposition has evolved to encompass multiple services We are the market leader for elevating the home Wi-Fi
across different customer segments. Our investment over experience. This was achieved by partnering with the right
the years, into technology and solutions, brought our manufacturers that introduced the latest Wi-Fi 6-supported
customers SMS messaging, mobile Internet, over-the-top fibre routers which provide the best performance for the
(OTT) applications, content and fibre Internet services. user. At the core of our consumer mobile strategy was our
convergence strategy. This was seen when we introduced
Technology and Innovation convergence plans for our fixed wireless subscribers,
Having observed the trend of digitalisation sweeping across which has helped accelerate the momentum of our
the region in the past few years, we have embraced this convergence ambitions.
shift as a key part of our strategy. The COVID-19 pandemic
01
02
03
03
04
05
06
Powering digital lifestyles through Maxis Postpaid To cater to those looking for a more affordable postpaid
Our core mobile product, Maxis Postpaid, continued to plan, we recently enhanced our Hotlink Postpaid plans
evolve. Our teams continue to innovate and find ways to with data quotas and unlimited talk times and texts, as well
drive the consolidation of individual user accounts through as a refreshed and expanded range of device bundles,
the Maxis Family Plan, thereby accelerating the uptake of including 5G devices.
digital services within the family. We also continued our
focus to drive shared lines into our base and grow the size Looking to further enrich our customers’ mobile digital
of our accounts. experience, we provided innovative and relevant digital
services such as Maxis TV, direct carrier billing for Google
Maxis is committed to 5G development in the country, and Play and Apple App Store and the ability to purchase
aligned with our commitment to Always Be Ahead, we are music streaming services using Hotlink credit.
continuously building capabilities to develop accessible
and premium 5G products that provide the best worry-free Driving customer engagement
experience for our customers. In addition, the expansion through Hotlink Rewards & Hotlink App
of our Segment of One engagement platform is furthering Our Hotlink App not only allows our customers to manage
our ambition of providing customers an Unmatched their accounts and discover Hotlink offers and services,
Personalised Experience by continuously delivering but also get rewarded through our Hotlink Rewards
relevant and customised engagement. programme. This offers our customers easy ways to earn
points via their daily interactions with the Hotlink App and
Enabling affordable mobile services redeem e-Vouchers and internet deals through the app.
through Hotlink Prepaid Unlimited and digital services
To enhance our prepaid customer experience, we created In 2021, Hotlink Rewards continued to be popular and around
options for customers seeking unlimited internet options 60% of our prepaid base are active users of the Hotlink App.
via two new products - Hotlink Prepaid Unlimited, or the We also continued to offer great value to our customers
easy-to-manage, high-speed internet options from our new via tailor-made, personalised internet and reload offers
Hotlink Prepaid Internet 365. through our HotlinkMU deals engine, offered through the
Hotlink App. We will continue to augment more meaningful
engagements and value for our Hotlink customers in the
coming year.
64 Maxis Berhad
Our Value Creation Theme 1: Enabling a Digital Nation
01
02
03
04
05
06
Future Product Innovation
WiFi 6 Maxis TV New Family Plan FWBB 36 Months Internet Maxis Trade-In
New broadband Unlimited TV Win over families Converged Zerolution Security Programme
wi-fi router - shows with with attractive 4 Accelerate Home New device With the rise Fully digital, the
better speed daily pass line mobile and Broadband ownership in connected new Maxis trade-
and coverage to available access to fibre; penetration model which devices and in programme
improve internet accelerating in non-fibre will improve online behavior, allows customers
experience account geographies affordability of the timely to easily trade
consolidation flagship devices, introduction in any phone at
and ARPA a market of Secure VPN attractive rates
growth for Maxis differentiator and kids online and take up a
and expected protection new device with
device driver will be able to us
protect families
from threats and
attacks
01
02
03
03
04
05
Sustainable Business Growth Future plans
06
Our Zerolution ownership programme is the most
accessible and affordable way to own the latest devices Short-term plans
in the market. With zero credit card requirement and zero
interest, it is a strong value proposition for the market. • Continue to build and strengthen the family concept -
convergence to drive growth in average revenue per
However, seeing the rising prices of high-end devices,
account (ARPA)
especially smartphones, we launched Zerolution with a • Re-energise our premium segment acquisition by
36-month commitment period, making these phones even leveraging on network superiority (best 4G, first to
more accessible. Beyond smartphones and accessories, experience 5G and seamless to home/ office) coupled
with the best mobile and device offerings
we have also extended the Zerolution programme to • Expand Segment of One capabilities beyond connectivity
home appliances that complement our Maxis Fibre to maximise value through convergence and solutions
broadband service, including Smart TVs, gaming consoles • Accelerate Fibre footprint through Jendela programme
and targeted greenfield through partnership to expand
and laptops. market share
• Create market leadership through Unmatched Wi-Fi
To make it easier for our customers, we broadened Experience
our reach by scaling the Maxis Online Store, with more
Medium-term plans
exclusive offers and partnerships, aimed at driving
excitement. We strengthened our buy-back programme for • Achieve next major milestone of 1 million Household
devices, through our trade-in app that allows customers subscribers
• Strong #1 in Convergence (Mobile + Fibre/ FWBB)
to extract value from their older devices while still in the
subscriber market share
comfort of their homes. • Fully automated Segment of One recommendations
platform delivering an unmatched personalised
To ensure that the transition into a digital-centric lifestyle experience to our customers
66 Maxis Berhad
Our Value Creation Theme 1: Enabling a Digital Nation
Reinforced our position as a trusted technology solutions provider through digitalisation of SMEs and formation of
strategic corporate alliances
In 2021, Maxis Business continued its growth trajectory towards becoming Malaysia’s
leading converged solutions provider in the ICT sector. Scaling up our Enterprise division
from strategy to market leadership required a significant investment in our ability to roll out
innovative and customer-first solutions for our current and potential Enterprise customers.
01
02
03
04
05
06
Our transformation journey in business IT started in 2019 in designing and deploying large-scale enterprise systems
when we embarked on offering a world-class customer and storage infrastructure using Microsoft solutions. It
experience that leveraged on service automation. In the marked the outset of our strategy to accelerate Maxis
past two years, the various teams have built an end-to-end towards becoming a leading converged ICT solutions
architecture stack and lifecycle management that can deliver provider. Maxis wrapped up 2020 with the acquisition of
superior customer experience as was initially envisioned, all Audeonet (M) Sdn. Bhd. (Audeonet), further expanding our
supported by best-in-class operating models and capabilities. voice and unified communications (UC) solutions to boost
our converged communications offerings and expand
Expanding our solutions portfolio our fixed communications delivery capabilities. With
through strategic acquisitions the acquisition of Audeonet, Maxis is now the exclusive
Maxis Business has embarked on a number of strategic distributor of Deltapath in Malaysia, a global provider of
acquisitions to develop our capabilities to deliver on our enhanced VoIP telephony system, and a Gold Reseller of
ever expanding solutions, including cloud computing, Lifesize, a cloud-based videoconferencing solution.
unified communications, and managed services for our
customers, underpinned and augmented by our mobile In 2021, we followed up our capability expansion exercise
and fibre connectivity. with two more acquisitions, first with Peering One Sdn.
Bhd. (Peering One), a company that specialises in providing
The series of acquisitions commenced in 2020 with hybrid and private cloud managed services. This acquisition
the acquisition of Infrastructure Consulting & Managed reinforced Maxis’ capabilities as a one-stop, end-to-end
Services (ICMS), a cloud solutions company with expertise cloud solutions provider with a portfolio of cloud offerings
01
that addresses the full spectrum of business services. has achieved the premier provider status for the Cloud
02
We also announced the acquisition of Mykris Asia Sdn. and Managed Services Program, Meraki SD-WAN and
03
Bhd. (Mykris) in October 2021, adding a pool of experts Cisco Small Business Specialisation.
03 comprising 70 qualified engineers and support team. The
04 acquisition of Mykris strengthens our capability to provide The acqui-hires in the past two years have resulted in the
05 managed network and managed security services with injection of new talent to the Maxis family. This increase
06 end-to-end field delivery and support, and will bolster our in talent density bodes well for not just the Enterprise
position in the enterprise ICT solutions market. segment but the overall business as well because
digital-first companies thrive on a strong talent inventory.
Empowering our people to strengthen internal capability Acqui-hires in general are hailed as accruing positively
During the year under review, we invested heavily in the to the receiving company as it creates a cohort of new
upskilling and accreditations of our people. In addition perspectives and different thinking within the organisation.
to becoming a Microsoft Gold Certified Partner, we were This in turn sees a more innovative culture emerge that can
also the first Malaysian telco to be an Authorised Device challenge the status quo and result in new value creation.
reseller for Microsoft Surface, which required our people
to be trained accordingly. In delivering Microsoft Solutions, Reaching out to the business community
we achieved eight Gold and three Silver competencies The Maxis Business Digital Readiness Index 2021 had
with accreditations encompassing cloud platforms garnered more than 270,000 web sessions, 27,000
and productivity, data centre, security, application surveys started, and 7,000 completed surveys by
development and integration, and many others. participants who would like to contacted to kickstart
their digitalisation journey. The online tool, which is an
We are also the first Malaysia telco again to be an interactive self-assessment tool, is designed to help any
AWS Solution Provider, as well as an AWS Advanced organisation kickstart their digitalisation journeys while
Consulting Partner, an AWS Public Sector Partner, and benchmarking themselves again local and global peers.
an AWS Direct Connect Service Delivery Partner, with an The strong response from Malaysian MSMEs, primarily
increased number of AWS Accredited and AWS Certified micro-SMEs, is indicative of the potential for this industry.
employees. Maxis is also a Cisco Premier Integrator and
7,000+
completed survey responses to-date*
93%
of the completed survey responses were from MSMEs*
* Completed survey responses registered * MSMEs denotes Micro, Small and Medium enterprises.
until 31 December 2021.
We will continue to work closely with our partners in this initiative, the Malaysia Digital Economy Corporation (MDEC), the
Ministry of Entrepreneur Development and Cooperatives (MEDAC) and its agency, Institut Koperasi Malaysia (IKMa).
68 Maxis Berhad
Our Value Creation Theme 1: Enabling a Digital Nation
70 Maxis Berhad
Our Value Creation Theme 1: Enabling a Digital Nation
Provided connectivity for all through network coverage and service quality with 4G leadership and fibre footprint expansion
As the leading Converged Network Solutions provider, Maxis has continued to not only expand
its network coverage footprint and indoor reach, but has also invested in enhancing its service
quality and state-of-the-art capabilities to ensure our customers enjoy reliable connectivity
and an overall Unmatched Personalised Experience always. We are leveraging technological
innovation and aggressively powering our digital transformation to stay ahead and to deliver
on our ambitions. In the year under review, we invested close to RM1.2 billion of capex to
upgrade network sites, enlarge our fibre footprint and build converged solutions.
To be able to effectively serve our subscribers, In line with our converged network ambitions, we have
01
comprising of 12.4 million subscriptions in Mobile and expanded our fibre transmission to 21,000 km. This
Fibre services, we have dedicated functions covering expansion, plus the extensive reach of our fibre access 02
all aspects of network growth, services, operations and agreement has enabled us to grow our Home subscribers 03
maintenance for timely delivery of businesses enablement to more than half a million subscribers, with 92,000 04
and meeting our promise in best customer experience. subscribers added in 2021 itself. Besides the successful 05
Given the critical importance of network planning and marketing programme, we also trust that the healthy
06
optimisation, we have put in place investments to ensure growth of Home is in part due to the improved customer
that we remain as an industry leader in network coverage experience contributed by our LTE back-up dongle for
and service quality. All the network design principles are seamless and zero interruption, hence, delivering the
tuned to exceed the minimum requirement of MCMC’s Always On experience.
Mandatory Standard Quality of Service while the internal
processes are periodically reviewed and enhanced, Our Network Leadership Highlights
in accordance with our ISO9001:2015 certification and
digital transformation initiatives.
4G Leader in 4G download
Unmatched converged network experience speed (as per MCMC report)
83
79
77
74
68
60
72 Maxis Berhad
Our Value Creation Theme 1: Enabling a Digital Nation
ILL Technologies
SK
CU
ST
N
Our People
OM
IO
ER
AT
I N N OV
Zero-Touch
& Autonomous
Operation
ES
ITI
CO
IL
AB
ST
P
CA
01
02
03
03
04
05
06
Although we were prepared for the monsoon season, Maxis teams and our vendors were instantly mobilised
specifically on the East Coast of Malaysia, like the rest of to address the network disruptions. Service Operations
the nation, we were caught by surprise by the unexpected Center also immediately set up an Emergency Disaster
severe flooding impacting other states, namely Selangor, Warroom, that ran 24/7 throughout the period, to manage
Negeri Sembilan and Kuala Lumpur. customer communications as well as providing daily
updates to MCMC as well as periodic status update
Despite this, the impact to our Network was manageable through SMS broadcast and daily emails to Maxis
resulting from our enhancement of the network’s management on the restoration progress.
infrastructure robustness such as transmission redundancy
for collection sites, strengthening of our battery back-up To ensure fast recovery, Maxis Field Operations worked
and minimising the number of interdependent sites (to the around the clock to explore alternative access to
collection points) hence making the network to be more impacted sites and obtain parts replacement for damaged
resilient. equipment. Additionally, the team deployed portable and
mobile gensets to sites experiencing prolonged power
The peak of the disaster was between 18th to 20th shutdown. Maxis also worked closely with industry players
December 2021 with sporadic locations thereafter until 5th in genset sharing together with Fire Services Department
January 2022. The event caused both Mobile and Fibre (Bomba), TNB, National Security Council (MKN), NADMA
service disruptions which were contributed by Tenaga and MCMC for access arrangements to affected sites. The
Nasional Berhad (TNB) essential power shutdown and majority of affected mobile sites were recovered by 27
road closures. The floods also impacted our Enterprise December 2021, whereas fixed network collection points
customers, but more than 90% were recovered by (OLTs) connectivity on TM-HSBA access was recovered by
31 December 2021. The remaining were related to premise 31 December 2021.
clean-up and replacement of faulty devices submerged
during the flood.
74 Maxis Berhad
Our Value Creation Theme 2:
OUR CUSTOMERS
Created superior digital experiences for our customers through enhanced digital channels and self-serve capabilities
1 Enabled in-store customers to continue their purchase journey online via the Maxis Online Store.
Expanded our digital presence through the Maxis Online Store as well as through partnerships
2
with e-commerce marketplaces.
3 Leveraged the digitalisation agenda amongst retail SMEs to cross-sell Maxis Smart Retail solutions.
Partnered with Malaysian Digital Economy Corporation (MDEC) as a Technology Service Provider driving
6 government initiative through Ministry of Finance (MOF) for the SME Digitalisation Grant under Budget 2020,
bringing the SME Grant to our SME customers, with QR code and WhatsApp fulfilment.
Accelerating digital engagement and customer care to The Maxis CX Summit aims to continue bringing in new
support our customers during this difficult time CX (Customer Experience) ideas, trends and the latest CX
As the pandemic drove an acceleration towards digital solutions as an inspiration to Maxis employees. In
digitalisation, we were able to mobilise our existing 2021, the event was held over 3 days and included panel
infrastructure to cater to the rapid shift in customer sessions, virtual expos, CX “ideas challenge”, and the
behaviour and be nimble enough to respond to their MaxisWay Awards ceremony to recognise and celebrate
changing needs. The net result of transforming the way we the outstanding achievements of our employees who have
deliver our value chain to the market has fundamentally exemplified and demonstrated our MaxisWay values.
made us a more agile and digital company.
The programmes, including the Customer First and
Our online platforms, banking and e-wallet partnerships Best Contact Experience, which at its core are aimed at
have helped grow digital payments and reload adoption. elevating the customer experience, have enabled us to
For a digital approach to customer care, we deployed consistently deliver UPE and maintain high Net Promoter
MAX, our chatbot that manages conversations with Scores.
customers through WhatsApp, Visual Interactive Voice
Response (VIVR), and a fibre self-diagnostic tool to self- Net Promoter Score (NPS)
01
manage and optimise Maxis Home Wi-Fi performance. Maxis continues to deliver strong NPS scores because
02 These initiatives contributed to the growth of the Maxis of our closed loop feedback culture and the digital
03 online store traffic, with our unique visitors per month empowerment of our customers.
03 increasing by 38% in 2021 as compared to 2020.
04
It has fundamentally transformed the way we do business +63
05
and how we engaged our customers and it has proven
06 to be extremely useful during the pandemic in ensuring +57
+56
our business continuity. We continued to accelerate
our efforts to increase the pervasiveness of digital in all
areas of sales and service through enhanced and new
technologies.
Systems
76 Maxis Berhad
Our Value Creation Theme 3:
OUR PEOPLE
The old adage, “Our people are our best assets” may sound cliché but it is nonetheless
true. At Maxis, we have always recognised this and have strived to bring out the best 01
in our people and ensure that they share a vision to always be ahead in all that we do. 02
This section covers our efforts to maintain the right culture, right workplace for our 03
employees – to ensure they work in an ethical, diverse and equal workplace. 04
05
Maxis’ Employee Profile* 06
Number of employees by contribution level
3,862
Total Number of Employees
Senior 2020
Leadership Maxis
Team (SLT) Management 3,225
50 Team 472
2021 2021
(MMT)
39
3,745
10
Total number 9
3,571 (2019) 3,745 (2020) of employees Total number of
employees*
Managers 3,862 2019
3,098
485 Individual
Total Number of Employees by gender Contributors 427
3,571
3,317 38
8
2,126 (57%) 2,164 (56%)
2,033 (57%)
Number of employees by age group
* The 2019 and 2020 figures for total number of employees have been reinstated for greater accuracy following an internal data review.
01
02
03
03
04
05
Employee Development turning Maxis Academy into a learning and development
06 At Maxis, the development of our employees is a key solution with industry-leading practices and services.
priority which we take seriously as we believe in creating
value through the growth of our own people. Led by our Employee Learning Hours
Learning & Development team, our approach is a holistic
one that considers learning needs, individual development 34.70
plans to drive career growth and retention, and the
embedding of our culture and values. 23.01
78 Maxis Berhad
Our Value Creation Theme 3: Empowering Our People and Transforming Our Organisation
We also help our top talents realise their potential through Voice of Maxis
the Future Leaders’ Programme and Break Through To track how 01
Thinking Machine programme, where high potential effective our
messaging has been,
02
employees across the company were exposed to an
our annual employee 03
interactive and curated development programme to engagement survey, This has resulted in
enable them to excel in their current roles and develop the Voice of Maxis, Our survey also a high engagement 04
revealed that showed that score of
towards future opportunities within Maxis. 05
06
Maxis Academy has also curated specialised academies,
such as the Marketing and Procurement Academy to 91% 92% 85%
respond to the tailored business needs within Maxis.
On top of all this, we offer learning courses in four
development areas – Leadership, Business, Technology of our employees of respondents which ranks us highly
understand and indicated that they when benchmarked
and Compliance, where all employees, regardless of age,
embraced Maxis’ are proud to work for against most
gender or career level, are able to register and attend culture and values. Maxis. companies locally and
both live and pre-recorded sessions on various topics to globally.
5 5 5 5
80 Maxis Berhad
Our Value Creation Theme 3: Empowering Our People and Transforming Our Organisation
82 Maxis Berhad
Our Value Creation Theme 3: Empowering Our People and Transforming Our Organisation
01
Employees and third-party contractors that received training on Health and Safety
02
2019 2020 2021
03
Workforce Participation (WSC)/ Awareness Programme 1,637 8,003 6,136 04
(General and specialised induction, Safety and Security (inclusive of RTO (inclusive of RTO 05
Day, planned & ad hoc briefing for partners or vendors) e-learning module) e-learning module) 06
Number of employees and third-party contractors that
Received Training for Defensive Driving Training (DDT), 14 sessions / 172 5 sessions / 54 9 sessions / 123
WAH and CPR participants participants participants
HSE Certifications
In 2021, Maxis implemented several initiatives to enhance its existing health and safety certifications. These are in line
with the goal of continuous development in Occupational Safety and Health. In August 2021, the current Occupational
Safety and Health Management System (OSHMS) certification, Occupational Health and Safety Assessment Series
(OHSAS) 18001 and Malaysian Standard on Occupational Health and Safety Management Systems (MS 1722) were
recertified and migrated to the world’s first International Standard OSHMS, the ISO 45001.
The pandemic did not prove to be a deterrent to ensuring the implementation of ISO recertification. Despite the
nationwide Movement Control Order and National Recovery Plans, we have utilised technology and digital tools to
conduct virtual audits and training. This enabled the various departments across Maxis to be successfully recertified
and concurrently migrate to MS ISO 45001: 2018.
This latest ISO 45001 scopes (Provision of Telecommunication Operations and Services for Maxis Broadband Sdn.
Bhd.) is an enhanced scope that covers all telecommunication services. Maxis has now achieved 100% certification in
terms of required employees to be accredited with the ISO 45001 certification.
This requirement extends to our partners under the Partners HSE System Audit, who are required to have a minimum
audit criteria of OSHA 1994 and ISO 45001 to ensure that our partners also comply with the basic requirements for
HSE. Our main partners are expected to attend the Maxis Partners’ Forum twice a year.
As part of our Occupational Safety and Health Management System (OSHMS), Maxis works collaboratively with
various parties to identify hazards and risks via the company’s Hazard Identification, Risk Assessment and Risk
Control (HIRARC) procedure. In addition, we abide by the DOSH Notification of Accident, Dangerous Occurrence,
Occupational Poisoning and Occupational Disease (NAPODPOD) Regulations 2004 as well as our own MPHSE
10 – Incident Investigation, Non-Conformity and Corrective Action procedure. Furthermore, Maxis works closely
with DOSH and is part of the working committee that collaborates with DOSH to develop and enhance the generic
HIRARC for the telecommunication industry.
HSE Performance
Due to the restrictions set by the MCO & NRP, we successfully implemented both physical and virtual inspections
01 and investigations in Maxis. Both methods are accepted by DOSH and the National Institute of Occupational Health
and Safety (NIOSH) in the current pandemic environment. When conducting our inspections, our HSE personnel look
02
for compliance with SOPs, housekeeping, employees’ understanding of the requirements as well as the company’s
03
compliance in ensuring that our employees are working in practicably safe conditions.
03
04 HSE Inspections/ investigations/ audit
05 2019 2020 2021
06
Number of inspections/investigations conducted 303 300 705
Number of Partners System audits conducted 5 12 12
We were fortunate that there were no employee or contractor fatalities reported in 2021.
Lost-Time Injury
As of 31 December 2021, there were three (3) work-related injuries, resulting in a Lost Time Injury Frequency Rate (LTIFR)
of 0.26 in 2021.
A Lost-time Injury (LTI) is the term used when a Maxis employee is injured while conducting a work-related task and is
unable to perform his or her regular duties for a period of time after the incident. Lost-time Injury Frequency Rate (LTIFR)
is the number of lost time injuries occurred while conducting work-related tasks for Maxis, per 1 million hours worked.
- One employee sustained minor lacerations to the right elbow, right hand and right ear due to a road accident on a
company vehicle while commuting to the worksite.
- One employee sustained minor injuries due to a road accident on motorcycle while commuting to a customer’s house.
- One employee sustained minor injuries to her right foot while stepping down from a stepladder after checking the
inventory stocks in the retail store.
The outlook for Maxis in terms of health and safety will encompass three stages. Within the next two years, the plan is to
maintain the ISO 45001 certification and to focus on ergonomics and occupational health programmes. The goal is also
to obtain a fully digital Permit to Work (PTW) system. In the medium term, which covers 2 to 5 years, the objective is to
enhance the ISO 45001 while looking at a specific work scope as well as ergonomic and occupational health. In the long-
term, which goes beyond 5 years, the plan is to further enhance the ISO 45001.
84 Maxis Berhad
Our Value Creation Theme 3: Empowering Our People and Transforming Our Organisation
Transformed our systems and capabilities to enable growth in our digital and online presence
86 Maxis Berhad
Our Value Creation Theme 4:
Promoting immersive
use of English with
eKelas HIP StoryFest
competition
Inaugural eKelas
Maxis has continued to support communities in need, STEM Challenge
to promote coding,
especially in the continued challenging environment and creative and design
increasing need for digitalisation. thinking skills
Our community initiatives are underlined by our passion for education and • The campaign introduced
our purpose to bring together the best of technologies to enable the nation STEM content through the
to Always Be Ahead in a changing world. Building upon what we learnt in popular Roblox game and
the previous pandemic year, we have intensified our efforts to empower space travel aimed at fostering
communities by bringing digital learning closer to them and helping to drive critical thinking and promoting
digital adoption. Beyond this, we have undertaken humanitarian relief efforts innovation
and supported B40 communities during major festive seasons. • A holistic programme where
students have access to
Our Corporate Responsibility (CR) pillars comprise three focused areas: explainer videos, notes and
modules to learn coding and
design basics, talk series by
Enabling greater access to digital learning
STEM experts and workshops.
Enabling greater access to digital learning Towards the end of the year, eKelas scaled a new milestone
Through our flagship community programme, Maxis with the launch of the eKelas mobile app, enabling
eKelas, we support students across the country with students, teachers and parents with greater access to
access to vibrant digital learning content and engagement exciting digital content, with convenience and flexibility of
activities through the eKelas portal. learning on the go. As a mobile version of the eKelas portal,
the mobile app offers more than 3,000 curated bite-sized
Maxis eKelas is an after-school digital learning initiative for educational content focusing on the programme’s three
students from Primary 4 to Form 5, which brings learning core subjects – Mathematics, English and Science. This
enrichment in a fun and vibrant way and provides access includes revision and learning videos, exam notes, reading
to quality education content through the eKelas portal, in materials and live tutorial sessions guided by teachers and
line with the Malaysian School Syllabus. Now in its fifth the app community manager, Abang Portal.
year, Maxis eKelas which is recognised by the Ministry of
Education, has seen an acceleration in growth with over Impact created from eKelas initiative
02
As students continued learning from home for most part 130 50,300
03
of 2021, we ramped up digital activities for Maxis eKelas,
03 providing close to 200 hours of live tutorial sessions by 23
26,000
04 experienced teachers through YouTube as well as running
05 quizzes and games-based learning through the eKelas 13,000
We recognised that one of the biggest obstacles for students learning “The refurbished desktops are
from home, especially those in the B40 group, is access to devices. very much welcome as our
Continuing with our commitment to provide greater access to the Internet existing desktops are no longer
and digital learning, Maxis contributed refurbished desktops to several in working condition. This will
schools across the country and community centres as part of #MyBaikHati, benefit our students and give
an industry initiative driven by Malaysian Communication and Multimedia them more opportunities to
Commission (MCMC) (For more information about #MYBaikHati, visit explore the IT field on a deeper
https://www.maxis.com.my/en/campaigns/mybaikhati/). As at end of 2021, level. We are grateful to Maxis for
Maxis contributed 340 desktops and 35 laptops to 300 schools and 35 their contribution and for enabling
families. During the delivery of these devices, we also encouraged recipients digital learning in our school.”
to register for eKelas, so that more students can benefit from the programme.
88 Maxis Berhad
Our Value Creation Theme 4: Caring for Our Community and Environment
In conjunction with the launch of eKelas Usahawan, Maxis held a special campaign comprising a workshop series for
a group of 200 participants, working with PACOS Trust and Yayasan Hijrah Selangor 34 entrepreneurs who met the
set targets were selected into the next round which includes monitoring of how they applied their newfound digital
marketing skills to their businesses. These entrepreneurs went through a 3-month monitoring period, where the top
10 performers walked away with subscriptions to Maxis’ digital solutions for their respective businesses, and top 3
winners receiving cash prizes.
Beyond monitoring improvements in their digital marketing presence and increase in their online sales transactions,
eKelas Usahawan also engaged Maxis employees to volunteer as coaches to encourage and provide insights to
help these entrepreneurs expand their businesses further.
Across the entire pool of entrepreneurs undergoing coaching and monitoring, the number of Facebook page views
recorded grew by 72% month-on-month just in a span of 2 months. Collectively, the total number of sales transactions
across all participating entrepreneurs increased by 70% within the same period, since joining the programme.
“As a Gen-X who is more accustomed to running an offline business, the experience from the eKelas Usahawan
programme really helped me in learning how to do product marketing with the use of digital tools. Now I have the
confidence to use social media channels in marketing my business. I am also very excited about this win, and can’t wait to
share the tips I have learned through eKelas Usahawan to grow other entrepreneurs.”
90 Maxis Berhad
Our Value Creation Theme 4: Caring for Our Community and Environment
OUR ENVIRONMENT
Minimised the environmental impact of our operationsthrough reduction in emissions and proactive waste management
At Maxis, we are deeply concerned about the impact our business has on the 01
environment especially through global warming. The extreme weather events of the past 02
year, as evidenced by the recent flood events in Malaysia, have highlighted the growing 03
Key initiatives at
Base Stations include:
01 -4%
• New Initiative: Optimise use of energy at base
02
stations by using intelligent control and energy 24.7 24.4
03
efficient motor to reduce energy loss for cooling
23.4
03 system
04 • Modernise: Change-out of an old air-conditioning to
05 free cooling system for selected base stations, hence
06 significantly reducing the sites’ power consumption
• New initiative: Install full off-grid solar system in rural
sites of Peninsular and East Malaysia to eliminate use
of continuous run generator set and diesel
• New Initiative: Reduce energy use for Radio Access
Network (RAN) by leveraging on software capabilities,
2019 2020 2021
compact radio design and energy efficient equipment
• New Initiative: Sunsetting 3G network equipment to
The continuous effort to drive operational efficiency and
reduce energy and reuse for 4G/5G expansion
minimise the environmental impact of our operations has
also resulted in an overall 4% reduction in total emissions
across our operations in 2020.
Performance Data Trend
As a result of our efforts to improve efficiency, we have Total Emissions at Maxis (CO2 tonnes)
managed to record a 2% decrease in electricity consumption
at network sites – in comparison to the 17% increase in our Scope 1 - Direct 2019 2020 2021
total traffic. This has not only contributed to a decrease in emissions e.g. from fuel
overall carbon emissions but also savings in electricity costs. and gas usage
Network and Technology 9,092 5,080 5,566
Total Electricity Consumption at Network Sites (MWh)
SUB-TOTAL 9,092 5,080 5,566
Total Electricity Consumption (MWh)
364,301
Network and Technology 236,670 249,274 243,923
356,997 Building Electricity 2,171 1,593 1,164
349,551 Consumption
SUB-TOTAL 238,841 250,867 245,087
Total Emission 245,762 261,027 250,653
(CO2 tonnes)
92 Maxis Berhad
Our Value Creation Theme 4: Caring for Our Community and Environment
Total Building Electricity Consumption kWh & kgCO2e Total Paper Usage (Reams)
OUR GOVERNANCE
Strengthened our ethical business culture through robust integrity governance and educational programmes
Maxis has a zero-tolerance policy against bribery and corruption and through the
Integrity & Governance Unit (IGU) has implemented various initiatives to ensure ethics
and compliance is observed throughout the value chain. IGU is an independent unit that
01
02
reports directly to the Board of Directors through ARC. For administrative matters, IGU
03 reports to CFSO. The role of the IGU is to ensure the effectiveness and implementation of
03 the following four (4) core functions within Maxis, namely: (1) Complaints Management; (2)
04 Detection & Verification; (3) Integrity Strengthening; and (4) Governance.
05
• IGU’s recommendation to proceed with the submission
06 of Maxis’ application for the ISO 37001:2016 Anti-Bribery
Management System (ABMS) Certification, respectively.
Maxis has also endorsed the implementation of: During the reporting year, an Integrity Vetting System
(eSTK) screening was conducted by the Malaysian
• the MICF; Anti-Corruption Commission on the Board of Directors,
• the Anti-Money Laundering and Counter Financing of including the Chairman, and was also extended to the
Terrorism (AML/CFT) structure for Maxis Collections Chief Executive Officer, Senior Management and officers
Sdn. Bhd. (MCSB); and
94 Maxis Berhad
Our Value Creation Theme 5: Embedding Responsible Business Practices
25
Number of ancillary
Programme (VIP) that was conducted in 8 sessions. A total training sessions for
employees:
sessions
of 467 companies had participated in VIP. The objective
of VIP was to enhance our vendors’ awareness of the
MABC System. VIP was also a refresher for our vendors
on the MCOBP for Third Parties, MABC Manual, No Gift Third Party Training
Policy, Integrity Pledge, Anti-Corruption and Anti-Money Training Title Sessions Number of
Laundering related laws and cases, Due Diligence Process Companies
and Maxis’ commitment to do business with ethics and Vendor Integrity Programme 8 467
integrity through zero-tolerance of bribery and corruption.
Potential suppliers are also required to go through our Over the medium-term horizon, we aim to enable AI and
vendor onboarding process and due diligence check. Here, predictive technology to free up our employees and drive
they are required to submit relevant business and financial greater productivity. We will also move towards more
documentation for assessment and to sign our Maxis Code strategic partnerships with suppliers that will establish
of Business Practice (MCOBP) and Integrity Pledge (IP). closer relationships and where performance, issues and
value add activities can be discussed further. Finally, we
believe that our function will evolve into Procurement as
a Service, where we are a business value creator and
enabler for Maxis.
96 Maxis Berhad
Our Value Creation Theme 5: Embedding Responsible Business Practices
Ensuring robust cybersecurity of our systems and safeguarding data privacy is a critical
and top priority for Maxis. The industry we operate in directly exposes us to numerous
cyberthreats, especially when considering the large network that we operate and
the millions of customers we support. As such, it is vital for us to invest in security
infrastructure, create policies, processes, procedures and implement solutions that will
strengthen our defense against the growing sophistication of would-be attackers, while
ensuring that our business objectives can progress unimpeded.
Protect the Brand and Embed Security Strengthen Cyber Resilience and
Ensure Compliance in DNA Support Digitalisation
“I am Maxis” embodies our commitment that all of us the Maxis Management Team and also provide periodic
are responsible for cybersecurity. Our employees and reports to the Audit & Risk Committee regarding posture,
partners are required to adhere to our cybersecurity current and potential security threats as well as measures
policies and ensure that the necessary cybersecurity taken to manage the identified risks.
controls are implemented, monitored and reviewed. We
also encourage active participation in our cybersecurity Enhancing Cyber Resilience
awareness programmes and provide updates on The potential for security threats increases indirectly as
cybersecurity threats through our internal communication a result of digitalisation initiatives and thus prompts the
channels and through dedicated campaigns. need to review our strategies to enhance cybersecurity
resilience. By definition, resilience means the ability to
The Cybersecurity Management department is anticipate, withstand, recover from, and adapt to adverse
accountable for more than the cybersecurity posture conditions, attacks, or compromises on systems.
of our networks and IT systems but also partner with
the business to ensure that Maxis continues to remain Acknowledging that human error is a major factor in cyber
resilient against cyber threats and protect our key assets. security breaches, we continue to enhance cybersecurity
Cybersecurity as a whole is governed by members of resilience through our security awareness programme
for stakeholders comprising our first line of defence. Dynamic Application Security Testing (DAST) at the last
This includes our employees and key vendors, amongst leg of testing that would analyse web applications while
many others. Numerous activities were held in the year in runtime and identify any security vulnerabilities or
under review, including awareness campaigns, targeted weaknesses. All these stages of security testing are part of
awareness programmes, monthly advisories, refresher the DevSecOps approach in ensuring our support towards
modules, periodic phishing simulations and an annual a secured digitalisation and cloud initiatives in Maxis, and
Safety & Security Day. The phishing simulation, which align to the Zero Trust and Security by Design strategies.
is held quarterly, has helped to ensure that employees
are aware about phishing activities and how to respond Industry Collaboration
accordingly in such situations. The Cybersecurity team also participated in a few
industry-related activities organised by MCMC and
In our effort to improve our cybersecurity resilience, we Malaysian Technical Standards Forum Berhad (MTSFB).
also work closely with our key vendors to ensure security The initiatives were meant to develop standards in the
compliance, especially in the context of the Personal Data area of cybersecurity and build the foundation work to get
Protection Act 2010. We strive to ensure our customer the environment ready to support digitalisation initiatives.
data are well protected and take extra effort to ensure the We see these initiatives as an important contribution that
01
compliance of all parties working with Maxis who have will benefit society and the security industry.
02
access to customer data. As part of this, we are enhancing
03 Priorities in 2022
our systems to ensure the correct classification of digital
03 documents to protect both customer data and sensitive As the complexity of cyber threats increase and our
business information or strategies attack surface continues to expand, our focus moves to
04
risk based prioritisation, cloud security, compliance and
05
On our strategy to thwart Ransomware attacks, which technology enhancements. This will be achieved through
06 the adoption of security by design practices, adoption
has increased globally lately, several simulations and
campaigns were conducted to ensure our processes, of zero trust strategies and the implementation of best
especially our Incident Response in handling such practice security standards that are aimed at protecting
situations are intact and effective. In the cloud setup for our brand, ensuring compliance, embedding security
example, we continuously assess potential security gaps in our DNA, further strengthening cyber resilience and
and introduced measures that prevent common threats supporting our digital transformation ambitions.
such as Cloud Distributed Denial of Service (DDOS) and
Advanced Persistent Threats. In the short term, we will continue maturing our
cybersecurity management and standardising our security
With several activities and security controls deployed operations and practices, amongst many other initiatives
thus far, the Governance team within Cybersecurity that will span over the longer term such as enabling
Management is also looking rigorously at the effectiveness greater automation and the use of predictive analytics and
and compliance of all the systems deployed either in the Artificial Intelligence (AI) for security monitoring, detection
cloud or on-premise to ensure we have a secured and and incident handling.
safe environment now and in the near future.
On the Data Protection front, we have prepared a
Empowering Digitalisation roadmap with a number of initiatives including the
In supporting the Maxis’ digitalisation initiatives where enhancement of current data protection capabilities by
systems are increasingly being hosted on the cloud, implementing new solutions that would address current
the Cybersecurity team requires all applications to go gaps to better protect customer personal data and
through the compliance requirement of ensuring good confidential data from potential data breaches.
hygiene. We are adopting the DevSecOps approach that
automates the integration of security at every phase of the The ISO certification in Maxis will continue to be re-
software development lifecycle, from initial design through certified to ensure our security processes are meeting
integration, testing, deployment, and software delivery. international standards. For example, our Voice and Data
Core network infrastructure has been ISO27001 certified
In line with this approach, a few security processes in since 2012 and we are expanding the scope in 2022 to
the area of testing were introduced where applications cover our data centre in the cloud, in line with the Group’s
are scanned to detect code-related vulnerabilities as digitalisation programmes.
part of the Static Application Security Testing (SAST).
Any vulnerabilities found must be remediated before the
applications are allowed to move into the production
environment. In addition to this, there is also the Software
Composition Analysis (SCA) tool that calculates digital
signatures for all libraries and detects the vulnerable
open-source libraries and manage the open-source
elements of their applications. Finally, there is the
98 Maxis Berhad
Our Value Creation Outcome
01
02
03
04
Helping to build the 05
Young Leaders
06
of tomorrow
BOARD COMPOSITION
ARC RC NC BIT GRAC SIC
3
Tan Sri Mokhzani
Bin Mahathir
(Chairman/ NINED)
04 1 1
05 Alvin Michael Hew Thai
Kheam (INED)
06
1
Mazen Ahmed M. AlJubeir
(INED)
Chairman
Male Female Member
QUALIFICATION AND
SPECIFIC INDUSTRY NATIONALITY
3
Finance &
1
Law
Accounting
3 2
Malaysian Non Malaysian
5 4
Engineering Business
Embedding Trust
BOARD AND BOARD COMMITTEES DETAILS
Total Board & Board Committees meetings
7 5 6 6 5 5 11
6 3 1
Telecommunications Consumer 5 30-39
and Media Related Investment
3 and Venture 01
Digital/ New Capital 1 02
Technologies 4 40-49 03
50-59
04
05
06
3
>60
LENGTH OF SERVICE
(TENURE)
1
3 1-3 years
General
Management
3 3
4-6 years
9 years
and
above
2
7-8 years
The Board sets the tone at the top for Maxis’ corporate governance practices
and application to the Maxis Group. A robust standard of corporate governance
practices and applicable policies and procedures within Maxis are fundamental to
sustain the Group as a leading converged solutions provider in the ever changing
regulatory and market environment.
The Board and Maxis’ commitment to upholding the • Practice 1.4 - Maxis is of the view that even though the
highest standards of corporate governance and levels Chairman of Board sits as member of the Nomination
of integrity in our organisation, and undertaking of and Remuneration committees, no single director can
our regulatory duty and commercial objectives as a influence decisions making and policies of Board and
responsible corporate citizen to our stakeholders is each of the Committees. The Board has put in place
explained throughout this Integrated Annual Report. safeguard mechanisms in the form of checks and
balance to prevent the exercising of undue influence
01 The Board is pleased to provide an overview of on Committee-level deliberations by the Chairman.
02 the Group’s corporate governance practices, which The decision-making processes of the respective
03 summarises the Group’s application of the Principles and Committees are collectively made in accordance with
04 Recommendations of the Malaysian Code on Corporate the Terms of References of each Committee as well
Governance 2021 (MCCG 2021) during the financial year as all other applicable policies, procedures and laws.
05
ended 31 December 2021. By design and strict adherence to these authoritative
06
promulgations, no single person can influence Maxis’
This overview is prepared in compliance with Bursa decision making and policies, as there are robust
Malaysia Securities Berhad Main Market Listing processes, approval matrices, compliance and
Requirements (MMLR) and it is to be read together with governance safeguards in place. Decisions must be
the Corporate Governance Report 2021 of the Company made by consensus and in the best interests of Maxis.
(CG Report) which is available on the Company’s website. • Practice 4.2 - At present, Maxis does not publish a
The CG Report provides the details of the Group’s detailed breakdown of its sustainability strategies,
application and departures, including alternative practices priorities and targets as well as the Company’s
of the Principles and Recommendations of MCCG 2021. performance against these targets within the
The Corporate Governance Report 2021 can be found at Integrated Annual Report. The Company discloses in
https://maxis.listedcompany. com/ar2021.html its Integrated Annual Report a brief overview of the
Company’s materiality assessment and key concerns
As of 31 December 2021, Maxis has applied all the raised by stakeholders within the sustainability
Practices contained within the MCCG 2021 except for sphere. The Board is cognisant of the shortfall in
Practice 1.4 (The Chairman of the board should not be a the Company’s sustainability reporting suite and
member of the Audit Committee, Nomination Committee hence, has drawn up the necessary action plans to
or Remuneration Committee), Practice 4.2 (The board incrementally move towards putting sustainability as a
ensures that the company’s sustainability strategies, primary focus.
priorities and targets as well as performance against these • Practice 5.2 - While acknowledging that a board
targets are communicated to its internal and external composition comprising a majority of independent
stakeholders), Practice 5.2 (At least half of the board directors as recommended by MCCG 2021, Maxis is
comprises independent directors. For Large Companies, undertaking reasonable efforts to achieve this practice
the board comprises a majority independent directors.), by 2024. Maxis is in compliance with Para 15.02(1)
Practice 5.9 (the Board has at least 30% women directors) of MMLR whereby 1/3 of the Board of Directors are
and Practice 8.2 (disclosure of remuneration of top five independent directors. In addition, there are robust
senior management in bands of RM50,000). process, policies and procedures in place to ensure
that no single director can influence decisions making
Maxis acknowledges the tenets of good governance and and policies of Board and each of the Committees.
believes that its application of, and/or alternative practices Actions are taken to continuously review Directors
assist in achieving the 13 Intended Outcomes of the MCCG which have served for more than 9 years to ensure
2021. An overview of the departures are detailed below: that they are indeed independent in substance and
form.
Embedding Trust
• Practice 5.9 - To meet the 30% women directors the Board Charter, present Committees viz the Audit
composition target, the Nomination Committee and Risk, Remuneration, Nomination, Business & IT
(NC) and the Board are always on the look out to Transformation, and Government and Regulatory
expand the pool of potential women candidates for Affairs have defined Terms of References, and scope
Board candidacy. The NC reviews and recommends for matters within the Board’s approval. The Board has
the criteria for appointment of Directors based on regular dialogues and engagements including one-to-
the skills, composition and requirements of the one guidance to the CEO and members of Management
Maxis operations’ and competitiveness, and growth that fosters agile and robust information sharing.
strategy as a leading converged solutions provider. • The Board and its Committees regularly met on virtual
Maxis Board is cognisant to this diversity requirement platforms to ensure regular engagement between
and measure to meet the 30% women Directors the Board members, between the Board and its
target by 2024. Currently, the Board is focusing Committees and Management, that provided agility and
on refreshing the current board composition and effective guidance and decision-making processes.
appointment of additional women directors to remain • Management provided the Board with the background
agile and competitive in the operational business information and details to support their requests. 01
environment. • In addition, the Board formed ad hoc Committees of
02
• Practice 8.2 - Maxis is of the view that disclosing the Board to review and consider strategic, regulatory
03
the remuneration of senior management in bands of and financial matters. These Committees were formed
04
RM50,000 will affect the competitiveness of Maxis. under the Board’s powers with clear scope and limits
Nevertheless, Maxis relies on its robust systems, of authority. 05
processes and oversight to ensure remunerations • Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda having 06
remain competitive and managed strategically and served as Chairman of the Board for the 11 years,
is strongly linked to performance and potential. The handed over the Chairmanship to a younger member
Board will re-evaluate this disclosure from time to time. of the Board. The Board had unanimously nominated
and appointed Tan Sri Mokhzani bin Mahathir as new
During the financial year ended 31 December 2021, Maxis’ Chairman of the Board in place of Raja Tan Sri Dato’
Leadership and Governance structure was reviewed and Seri Arshad bin Raja Tun Uda on 22 April 2021. Tan Sri
enhanced. Key changes were as below: Mokhzani bin Mahathir was appointed as a Director of
Maxis Berhad on 16 October 2009 and has served as
• Members of the Board have been supportive to Senior Independent Director since 2009 until 22 April
Management as the Board had in continuation 2021. Tan Sri Mokhzani bin Mahathir is well versed
from 2020 considered “What can the Board do to with the telecommunications industry and is a highly
assist Management during the COVID-19 pandemic experienced corporate leader and entrepreneur.
crisis - Board’s agility to provide guidance to Chief
Executive Officer (CEO) and matters for approval”. Both this Overview and the Corporate Governance Report
The governance process and structure provide that 2021 were approved by the Board on 22 February 2022.
The Board is collectively responsible for the direction and its subsidiaries to enable it to discharge its responsibilities
oversight of the Maxis Group to ensure its sustainability including oversight of the Maxis Group’s financial and non-
and ability to create long-term value for its shareholders financial performance, business strategy and priorities,
and various stakeholders. The Board provides prudent risk management that includes material sustainability risks,
leadership and strategic guidance within a framework of and corporate governance policies and practices. The
robust and effective controls ensuring Maxis’ resilience Maxis Group has in place detailed policies as set out in
in the execution of its strategy within the markets that page 117 of the overview, and which are also available on
Maxis operates in. The Board is entrusted with ensuring the Maxis website.
that there is an adequate group-wide framework for co- Further details are set out in the SORMIC Statement in this
operation and communication between Maxis Berhad and Annual Report from pages 129 to 137.
BOARD GOVERNANCE AND BOARD RESPONSIBILITIES the Board Committees. The Board Committees operating
with their respective chairmen and members facilitate the
The Directors are responsible for the management of Board’s efficiencies in getting the specific attention, scope
the Company, with powers as defined in the Company’s and in accordance with clearly defined Terms of Reference
Constitution, the Companies Act 2016 and applicable (TOR) of each of the Committees which are available at
regulations. The Board’s Leadership and Governance https://maxis.listedcompany.com/corporate_governance.html.
structure is supported by the Board Charter, Board The Board as a whole retains collective responsibility for
Committees, Limits of Authority (LOA) manual, which clearly decisions on recommendations made by Committees.
outlines key matters reserved for the Board, CEO and For further details, please see
Management, and the Board’s policies and procedures. the ‘Board Committees’ section at page 106.
The Board and each Committee’s decision making is collectively made in accordance with the provisions of the
Company’s Constitution, Board Charter, Terms of References of each Committee, policies and procedures, and
01 applicable laws. No single person can influence Maxis’ decision making and policies, as there are processes, approval
02 matrices, compliance and governance requirements to adhere to. Specifically, each of the ARC, RC and NC have majority
03 independent directors. As specified under Rule 150 of the Company’s Constitution, decisions or resolution of the Board
shall be passed, if approved, by a majority of votes. All Directors must assent to Circular Resolutions unless he or she
04
has abstained from voting pursuant to Rule 153 of the Company’s Constitution.
05
06 During the year, the Board also conducted comprehensive reviews of the Governance structure with the view to enhance its
effectiveness including the review of the Board Charter, Terms of References of the Committees and the policies and procedures.
Governance Structure
Shareholders
The Board Charter is a comprehensive reference document for Directors on matters relating to the Board and its
processes. The Board Charter also sets out the roles and responsibilities of the Board, the individual Director as well
as the Senior Independent Director. The Board Charter entrenches key matters reserved for the Board, inter alia,
financial results, dividends, approval of strategy, the annual operating plans, budgets, new major ventures, acquisitions
and disposals, changes to management and control structure, appointments of Board members, Committee members,
CEO and Company Secretary. It further sets out the roles and responsibilities of the Board, the Chairman, CEO, Senior
Independent Director and Company Secretary, and any material matters. The Board Charter is periodically reviewed to
ensure it reflects the direction of the Group, and is made available on the Maxis website https://maxis.listedcompany.com/
corporate_governance.html. The Board Charter was reviewed and approved in February 2022.
Directors regularly attend talks, briefings, workshops and utilise online learning tools and reading materials to keep
apprised of operational, legal, regulatory and industry matters in the discharge of their duties.
Embedding Trust
BOARD ACTIVITIES
The Board discharges its responsibilities through an annual programme of meetings, and via circular resolutions in between
meetings. Papers and presentations to the Board and its Committees focus its oversight of performance and the driving of
the Company’s strategic direction. They are designed to either facilitate effective decision making, being categorised for
‘updates’, ‘review’ and ‘decision’ or aid the Board’s oversight of the business, being for ‘updates’. In 2021, the Maxis Board
met 7 times and reviewed, deliberated and approved (where specifically required), amongst others, the following:
ROLES AND RESPONSIBILITIES and their TORs are reviewed at least annually with specific
OF THE CHAIRMAN AND CEO emphasis on updates in regulatory and governance
requirements and efficiency of the Committees, including any
The roles of the Chairman and CEO are clearly separated. feedback raised as part of the Board evaluation exercises to
The Chairman, Tan Sri Mokhzani bin Mahathir is responsible ensure that they comply with the latest legal and regulatory
for providing significant leadership to the Board by providing requirements and reflect best practice developments. The
oversight so that the Board can carry out its responsibilities full TOR of the Board Committees are available on
effectively while the CEO, Gokhan Ogut is primarily https://maxis.listedcompany.com/corporate_governance.html.
responsible for the management of day-to-day business During the year, there were changes in the composition of
operations in line with the strategy and key performance Audit and Risk, Remuneration, Nomination, Government and
indicators set by the Board. The Chairman leads the Regulatory Affairs and Share Issuance Committee and each
Board by setting the tone at the top, and managing the of the Committees discharged their duties in accordance
Board effectiveness by focusing on strategy, governance with their respective TOR.
and compliance. The Chairman promotes a transparent
01 boardroom environment that allows constructive challenge Each of the Audit and Risk, Remuneration and Nomination
to status quo, robust discussions and debates, effective Committees comprise a majority of Independent Directors
02
communication and contribution from Directors to facilitate and are chaired by Independent Directors. The Government
03
informed decision making at the Board Meetings. Specific and Regulatory Affairs Committee and Share Issuance
04
duties of the Chairman and the CEO are available in the Committee wholly comprise of Non-Independent Directors
05 Board Charter. while Business & IT Transformation Committee comprises a
06 majority Non-Independent Directors. In addition, the Board
BOARD COMMITTEES is supported by ad hoc operational and governance Board
Committees with defined authority scopes formed from time
The Board has established six (6) Board Committees; the to time to facilitate the Board in the discharge of their duties.
Audit and Risk, Remuneration, Nomination, Business & IT
Transformation, Government and Regulatory Affairs and At every Board meeting, the Chairman of the respective
Share Issuance. These Committees play a significant role in Committees provide detailed summaries of the reports,
reviewing matters within their respective TOR and supports deliberations and recommendations made at their respective
the Board’s discharge of its duties and responsibilities, and meetings for the Board’s further deliberation and recommend
in keeping the Board efficient. Each of the Committees have matters that require decisions by the Board. Minutes of all
specific written TOR, scope and authority to review matters Committee meetings are made available to all members of
tabled before the Committee prior to decision-making by the Board.
the Board as a whole. Membership of these Committees
Amongst the matters discussed at Board Committee meetings or via circular resolutions for approvals in between
meetings were as follows:
Noted that the Committee members attended all of the Meetings/approved the Circular Resolutions.
Audit and Risk Committee No. of meeting held during the year: 5 meetings
Embedding Trust
Remuneration Committee No. of meeting held during the year: 6 meetings
Business & IT Transformation Committee No. of meeting held during the year: 5 meetings
Note: The Share Issuance Committee scope is to review any issuance of shares pursuant to the Sections 75 and 76 of the Companies Act 2016 shareholders
mandate as obtained at the AGM each year. The Share Issuance Committee did not meet as there were no issuance of shares during the year 2021
ETHICAL BUSINESS CONDUCT AND WHISTLE BLOWING In the event that Senior Management is the subject
reported, the establishment of a Special Defalcation
The Board promotes good corporate governance culture to Committee; an ad hoc Committee of Directors is triggered
ensure that the Group conducts its business with integrity, in to ensure that a fair investigation is conducted. If the claim
an ethical and transparent manner. To this end, the Board has of malpractice or misconduct is substantiated, appropriate
established Maxis’ Code of Conduct (CoC) and the MCOBP. disciplinary action will be taken, including but not limited
Maxis has zero tolerance on any conduct that constitutes a to termination.
wrongdoing or malpractice which may include any breach For further details, please refer to the Corporate Governance
of ethics as described in the CoC and MCOBP, conflict of Report 2021, and the Material Matters section pages 53 to 55.
interests, bribery and corruption, anti-money laundering/
combating the financing of terrorism, and/or any fraudulent
BOARD COMPOSITION
act as may be described in the MABC system and other
relevant documents. The CoC and MCOBP sets out the
The Maxis Board comprises nine (9) Directors, of whom
conduct expected of all directors, employees and third
three (3) are Independent Non-Executive Directors; and
parties doing business with Maxis or acting on Maxis’ behalf.
six (6) are Non-Executive Directors. The CEO is not a
01 In addition to providing guidance, the MCOBP outlines,
Director of the Maxis Board. The CEO is a Director of the
02 inter alia, Group’s procedures relating to non-discrimination,
operating subsidiaries of Maxis Berhad. The Chairman is
03 whistleblowing, Group’s assets and properties, confidential
Non-Independent Non-Executive Director. The Directors
04 information, personal data protection, insider trading, fraud,
present a diverse mix of qualifications covering accounting,
conflict of interests, bribery and anti-corruption. Maxis’
05 finance, engineering, human resources, business, IT and
directors and employees affirm their commitment to the
06 law whilst their collective skills and expertise include
CoC and MCOBP on an annual basis. These documents and
general management, international venture capital,
policies within it serve as control measures to address and
technology/digital/media, finance and treasury, marketing,
manage the risk of fraud, bribery, corruption, misconduct and
telecommunications, human resources/people and
unethical practices for the benefit of long-term success of the
regulatory/local affairs.
Maxis Group.
The profile of each Director can be found on pages 6 to 10 of
this Integrated Annual Report.
In light of the requirements stipulated under the Bursa
Malaysia’s Corporate Governance Guide and the Companies
The Board is of the view that its composition and size
Act 2016, Maxis’ Whistleblowing Policy, established by
are adequate for the effective discharge of its functions
the Board provides a secure reporting avenue via the
and responsibilities. With its diversity of qualifications,
Ethics Hotline for employees and third parties, who have
expertise and skills, and the governance structure of the
knowledge or are aware of any improper conduct or
Committees and Board, the Board has been able to provide
unethical behavior including but not limited to instances of
clear and effective collective leadership to the Group and
suspected fraud, bribery, corruption and criminal activity.
has delivered informed and independent judgment of the
Group’s strategy and performance to ensure the highest
Dedicated channels for reporting are under the custody of
standards of conduct and integrity are always at the core
the Internal Assurance as described below:
of the Group’s undertakings. None of the Non-Executive
Directors participate in the day-to-day management of the
(i) Ethics Hotline: 017-200 3922 (Call, WhatsApp, SMS)
Group.
(ii) Email: ethics@maxis.com.my
(iii) Letters/ documents to the Maxis Ethics Office c/o Internal
The presence of Independent Non-Executive Directors
Assurance Division, Level 21, Menara Maxis, Kuala
on the Board and its Committees are essential, as they
Lumpur City Centre, 50088 Kuala Lumpur, Malaysia
provide unbiased and impartial opinions and judgment
(iv) Email to alvin@maxis.com.my Senior Independent
to Board deliberations. This ensures the interests of not
Director
just the Group, but also its various stakeholders are taken
(v) Head of Integrity and Governance Unit: nuribi@maxis.
into account and well-represented. The independence of
com.my
the three (3) Independent Non-Executive Directors were
assessed three times during the year by Spencer Stuart,
Any malpractice or misconduct will be raised to Internal
an independent leadership consulting firm, and in self-
Assurance Division through the dedicated channels above.
assessment forms and the confirmation by the independent
The whistleblower’s identity remains anonymous, ensuring
directors were that they each are, both in substance and
protection from reprisal. The Defalcation Committee,
form, independent of management and free of any business
consisting of members of Senior Management will deliberate
or other relationship that could materially interfere with or
on cases reported and update the ARC on the status and
could be perceived to materially interfere with, the exercise
outcome of the reported cases from Internal Assurance.
of their unfettered and independent judgement.
Embedding Trust
The assessment covers the regulatory definitions of The background of each Director can be found on pages 6
independent directors under the MMLR, and an additional to 10, demonstrating the Board’s Diversity Policy as stated
subjective element of independence in substance. This is above. Maxis’ efforts in diversity is available on page 123 of the
Statement of the Nomination Committee.
additionally demonstrated by the conduct and discharge of
his/her duties as a director.
Details of the independence assessment are available on RE-ELECTION OF DIRECTORS AND TENURE
pages 118 to 123 of the Statement of the Nomination Committee. OF INDEPENDENT DIRECTORS
As recommended by MCCG 2021 and in accordance with Rule 131.1 of the Company’s Constitution provides that
Maxis’ Board Charter, the tenure of directorship of more than one-third (1/3) of the Directors of the Company for the time
nine (9) years was taken into consideration, and the specific being or if their number is not a multiple of three (3), then
tenures of Directors were duly reviewed by the NC and the number nearest to one-third (1/3) shall retire by rotation
Board. The relevant processes and procedures have been at an AGM of the Company and be eligible for re-election.
provided in the Board Charter and TOR of the NC. Out of the current Board size of nine (9), three (3) Directors
are to retire in accordance with Rule 131.1 of the Company’s
APPOINTMENTS TO THE BOARD Constitution. For the purpose of determining the eligibility of 01
the Directors to stand for re-election at the Thirteenth AGM, 02
The NC makes independent recommendations for selection the Board through its NC had assessed each of the retiring 03
and appointments to the Board, based on criteria which Directors, and considered the following: 04
they develop, maintain and review based on applicable laws
05
and regulations. The NC may consider the use of external (i) The Director’s performance and contribution based on
consultants in the identification of potential directors. the results of the Board Effectiveness Evaluation (BEE) 06
2021 conducted by Spencer Stuart;
In making these recommendations, the NC assesses the (ii) The Director’s level of contribution to the Board
suitability of candidates, taking into account the Board’s deliberations through his skills, experience and
required mix of skills, diversity, knowledge, industry strength in qualities; and
exposure, expertise and experience, professionalism, (iii) The level of objectivity, impartiality and independence
integrity, competencies, time commitment and other relevant demonstrated by the Independent Director, and his
qualities of the candidates, before recommending their ability to act in the best interests of the Company
appointments to the Board for approval. During the year,
there were changes to the Chairman of the Board and The NC and Board reviewed the suitability of the following
the Chairman of the ARC, NC, GRAC and Share Issuance Directors (retiring Directors) due for re-election at the
Committee. forthcoming Thirteenth AGM:
Alvin Michael Hew Thai Kheam (AMH) was appointed as issues, corporate, legal, regulatory and industry matters,
Independent Director on 30 August 2012 and will exceed as and when the need arose. The Board’s interaction with
the cumulative tenure of nine (9) years after 30 August Management fosters a healthy, transparent, dynamic and
2022. Maxis’ shareholders had on 22 April 2021 approved aligned corporate culture. Members of Management gave
the resolution for AMH to continue to act as an Independent their full support to the Board, and all additional requests
Director from 30 August 2021 to 29 August 2022. for information and clarification were promptly attended to.
The Board deliberated all matters put forward during the
The Board through the NC, has undertaken relevant meetings. Management received the Board’s guidance, took
assessments and recommended for AMH to continue to note of the comments and feedbacks from the Directors and
serve as Independent Non- Executive Director for a further agreed with the Directors on proposed actions to be taken,
one (1) year period from 30 August 2022 to 29 August 2023 including the decisions.
by seeking shareholders’ approval at Thirteenth AGM. The
NC and Board assessed AMH’s independence based on The COVID-19 pandemic impacted and dominated for the
Spencer Stuart’s BEE 2021 which reviewed factors that majority of 2021. The Board’s resilience was tested with the
enabled AMH to contribute objectively to Board discussions, imperative of remaining fast and agile in its decision-making.
01 and they also considered 360-degree feedback from other The Board was no different but adapted well to operating
02 Directors on how AMH conducted himself as an Independent virtually. The Board invested significant time in assessing and
03 Director. Their finding is that his overall independence responding to the impact of the pandemic. Management and
04 ranked highly. Spencer Stuart used a capability-based Board established a framework to consider all critical issues
analysis probing the “what” and “how” to assess the to remain competitive.
05
elements of independent mindedness (Cognitive and
06 Personality) in board room (including committee) interactions Management and the Board stepped up to and embraced
and decision making. this challenge. In 2021, all the scheduled meetings and
Details of the re-election assessment and the suitability of the informal interactions were conducted virtually throughout
three Directors, are available in the Statement of Nomination the year. These regular agile interactions helped build
Committee at pages 118 to 123.
relationships, ideas and evolve thinking on multiple complex
topics.
MEETINGS AND ACCESS TO INFORMATION
The Board carefully organised virtual meetings with the
Directors were given due notice of proposed meetings, different time zone of the Directors based overseas, to
allowing Directors to lock in their timings, and for advance build and maintain high quality engagements and operate
planning. The detailed Agendas for each Meeting was effectively. The Board also observed how the commitment
shared at least 14 days before each meeting and the detailed has fully aligned with the Management such as continuous
Board/Committee meeting materials were shared and communication, a sense of urgency, agility, and desire to
uploaded electronically for Board members, 7 days before maintain speed of decision making has helped in ensuring
the respective meetings. Directors participated in Board and the Board can continue to support Management in the timely
Committee meetings via virtual platforms such as Microsoft execution of the strategic priorities.
Teams or conference calls during the MCO. Directors utilised
digital means to participate in meetings that were effectively Agility, working in the new normal with virtual meetings and
held taking into account the different time zones of the digital means, and use of technology were implemented
directors based overseas. Minutes of the meetings, together successfully during the year.
with the summary of the action items were circulated to all
members of the Board. Board members are encouraged to The Board Charter as published on Maxis’ website
ask clarifications, questions or additional information prior to https://maxis.listedcompany.com/corporate_governance.html
or during the meetings to facilitate effective decision making. functions as the primary reference to aid the Board in
The Chairman schedules regular engagement with Board upholding the highest standards of corporate governance
members at each meeting cycle, and these sessions are throughout Maxis and specifies the respective roles
useful for feedback and clarifications required. The Board and responsibilities of the Board and each of the Board
and Committees’ annual cycle of meetings ensures that all Committees. The Board Charter also sets out the key values
major components of Maxis’ strategy and board reserved and principles of the Board and it is acknowledged that the
matters are considered over the course of the year. duties and scope of Directors should remain unfettered. Each
of the Committees has detailed TOR that sets out their scope
Additionally, throughout the year, the Board was furnished and authority. The Maxis Group’s Limits of Authority Manual
with the CEO’s report and updates to keep Directors clearly outlines key matters reserved for the Board, CEO and
apprised of key business, financial, operational, emerging Management and levels of accountability.
Embedding Trust
Matters referred to the Board include decision making required to attend the programme as soon as possible, once
in accordance with matters set out in the Board Charter, appointed. Members of the Committees appointed during the
Company’s Constitution, Maxis Group’s Limits of Authority year underwent induction and familiarisation programmes for
and applicable law, matters for guidance and updates. the respective Committees.
All decisions must be made by majority of the Board or
Committees as the case may be, and no single person can Maxis actively monitors and evaluates the tenure of
influence any decision as there are detailed processes and Independent Directors to provide Board members the
policies to adhere to. Each of the Chairs of the Board and opportunity to reassess their memberships as part of its
Committees encourage active participation, constructive succession planning. Succession planning is always a priority
challenge and sufficient time for discussion and deliberation to ensure that there will be a steady pool of talent to fill
of issues, and the decisions and recommendations reflect the vacancies in Board and Senior Management positions.
consensus in the best interests of Maxis. Directors are given
the opportunity to ask for more information or supporting BOARD EFFECTIVENESS EVALUATION
data if the Directors require additional justifications in order
to reach a decision. Practice 6.1 of the MCCG 2021 recommends that the Board
undertake an annual Board Effectiveness Evaluation. In 01
COMPANY SECRETARY 2021, Spencer Stuart was appointed to conduct the Board 02
Effectiveness Evaluation (BEE 2021). The BEE 2021 was 03
The Board is supported by the Company Secretary who overseen by the Chair of the NC together with the Chair of 04
provides advisory services, particularly on applicable the Board. This BEE 2021 evaluated the effectiveness of the
05
governance best practices, corporate administration and Board of Directors, each of the Committees of the Board,
Board processes to facilitate overall compliance with the each of the nine (9) Directors and assessments of the three 06
MMLR, Companies Act 2016 and applicable laws and (3) independent directors. A three (3) pronged methodology
regulations. The Board members have full access to the was conducted by Spencer Stuart for BEE 2021, which were:
Company Secretary. The Company Secretary ensures that
the Directors are provided with sufficient information and (i) Individual detailed interviews conducted with every
time to prepare for Board and/or Committee meetings. Director, the CEO, CFSO, Company Secretary and
To this, the meeting materials are made accessible to the selected members of Management. The benefits are that
Directors on their devices within reasonable periods prior it fosters candid discussions, captures nuances, reveals
to the meetings. The Company Secretary also prepare insights not achievable through paper only exercise,
the minutes of meetings in a timely manner and informs covers qualitative as well as quantitative findings,
management of the action items, and facilitates requests provides 360 degree feedback that fosters development
from the Board. of Directors, and enables the determination of level of
independence of independent directors.
The Company Secretary also facilitates the induction of (ii) Benchmarking with select best-in-class global boards to
new Directors and addresses the continuous training needs elucidate enhancement opportunities to enable Maxis
of Directors identified pursuant to the Board Effectiveness to become world-class when benchmarked against best
Evaluation each year. The Company Secretary is a Fellow practices.
and Chartered Governance Professional of the Malaysian (iii) Enhancement hypotheses tested with Board of Directors,
Institute of Chartered Secretaries and Administrators to ensure that the recommendations were relevant to,
(MAICSA), holds a license by the Registrar of Companies, and pragmatically implementable within Maxis’ context.
is a qualified lawyer, with postgraduate qualifications,
and a Graduate of the Australian Institute of Corporate The outcome of the BEE 2021 revealed that the Maxis Board
Directors. She has over 28 years of company secretarial and is considered to be highly professional and well run. The
governance experience. She attends trainings, seminars, and independent directors demonstrate their independence in
keeps herself up to date on applicable laws and governance their contributions and behaviours. Some of the key themes
matters. were as follows:
INDUCTION AND SUCCESSION PLANNING 1. The Board has open and constructive dialogue and
good rapport amongst Board members as well as a
A comprehensive on-boarding programme has been good relationship between the Management team and
established to ease new Directors into their new role and the Board.
to assist them in understanding of the environment the 2. The Independent Directors are unafraid to challenge the
Group operates in, the Group’s business strategy and rest of the Board and the Management Team.
operations. On appointment to the Board and Committees, 3. These qualities have persisted despite the virtual nature
all Directors will receive an induction which is tailored to the of meetings and interactions in 2021.
new Director’s individual requirement. All new Directors are
4. The Chairman (who took office as Chairman in April TRAINING AND DEVELOPMENT OF DIRECTORS
2021) is well respected for his wisdom and insights,
particularly regarding the Malaysian context and Maxis’ The Board has taken steps to ensure that its members
environment. The Chairman is appreciated for his have ongoing access to appropriate continuing education
facilitation of robust discussions at the Board. programmes. Training includes talks, online tools, reading
materials, briefings, workshops and seminars by subject
Some of the areas for enhancement and for the Board’s matter experts. The NC and the Board assess the training
further improvement are summarised as follows: needs of each Director on an ongoing basis, by determining
areas that would best strengthen his/her contributions to
1. Succession planning for the Board the Board. Directors are also encouraged to attend talks,
2. Enhancement of expertise on digital transformation and briefings, workshops and utilise online learning tools,
enterprise services reading materials and trainings on areas that would benefit
3. Better alignment of agendas and discussions at them in their roles and responsibilities. In line with Para
Committees and the Board agenda to allocate Board 15.08 of the MMLR, the Directors recognise the importance
meeting time more effectively and to prioritise for of keeping apprised of operational, legal, regulatory and
01
strategic topics industry matters to assist in the discharge of their functions.
02
4. Enhancement of sustainability discussions on the Board
03 Agenda to be in line with the MCCG 2021 and to keep Amongst others, the Directors of the Company, attended
04 tabs on industry best practices various training programmes:
05
06 Independent Directors (i) Maxis Anti-Bribery and Corruption (MABC) with an
updated Integrity Pledge by Maxis Berhad Board
The Company had also engaged Spencer Stuart to (ii) Investors Perspective on ESG by PwC and Citibank
conduct an assessment on the three (3) independent (iii) Cybersecurity Threats Landscape by Mandiant
directors, namely Dato’ Hamidah Naziadin, Alvin Hew and Consulting (APAC), Fireeye
Mazen Ahmed M. AlJubeir. One of the primary objectives (iv) Maxis Sustainability Strategy, Policy & Plan by Maxis
of the review was to determine and report to the Board Berhad
whether the Company’s existing Independent Directors, (v) Driving Climate Change through Executive
are “independently minded”. Spencer Stuart defines this Compensation by Climate Governance, Willis Tower
as “taking a stand to set out and defend a position, even Watson
when this means going it alone, and managing the resultant (vi) Board Strategy Workshop by Bain & Company
conflict situations to maintain positive relationships”.
Spencer Stuart focused on two key elements as part of their Directors have also on their own attended various webinars
assessment – (i) Cognitive, the Director’s ability to interpret and talks on multitude subjects on governance, operational
and analyse situations independently and (ii) Personality, matters and business development.
the Director’s preparedness to stand alone and argue
against the majority. In addition, online learning tools are made available to
all Directors, and the external auditors share relevant
Additionally, in making its assessment of 3 directors publications with all the Directors. Members of Management
independence, Spencer Stuart considered factors which regularly update the Board on Maxis and the industry
enabled the directors to contribute objectively to Board’s related operational, technology, financial, regulatory and
discussions as an Independent Director but also 360 governance developments. Prior to each Board Meeting,
degree feedback from other Directors showing how the Directors receive detailed pre-reads from Management
each of them have actually conducted himself/herself that provide information and background relevant to
as an Independent Director (which demonstrate ability matters on the Agenda. The information includes details
to conduct himself/herself in ways that assert his/her on the Group’s competitors, industry and technological
independence). Spencer Stuart has found the 3 directors developments and regulatory updates.
overall independent mindedness to rank highly based
on their assessment. Spencer Stuart used a capability- REMUNERATION OF DIRECTORS AND MAXIS
based analysis probing the “what” and “how” to assess MANAGEMENT TEAM
the elements of independent mindedness (Cognitive
and Personality) in board room (including committee) The Board has delegated to the Remuneration Committee
interactions and decision making. the responsibility to oversee and recommend the structure
Details of the Board Effectiveness Evaluation are available in of the remuneration policy and frameworks for the Directors
the Statement of Nomination Committee. and Maxis Management Team. Recommendations by the
Embedding Trust
Remuneration Committee are considered, reviewed and if ii) preparation of a report taking into account of the roles
in order approved by the Board. Maxis’ remuneration policy and responsibilities, corporate objectives and strategy,
and framework has been developed to attract, reward and market competitiveness; and
retain qualified Directors and management of the calibre iii) benchmarks with companies in comparative
needed to run the Group successfully and create value for environment and market capitalisation.
shareholders and various stakeholders.
In the year 2020/2021, Willis Towers Watson (WTW) was
The remuneration for Executive Directors is structured appointed to undertake an independent benchmark on
so as to link rewards to corporate and individual Directors and Committee members’ fees. WTW’s exercise
performance. The determination of the remuneration of took into account factors such as the Directors’ existing
the Executive Directors will be decided by the Board as remuneration structure and the demands, complexity, time
a whole. In the case of Non-Executive Directors, the level commitment, accountability and responsibilities expected of
of remuneration reflects the experience, expertise and the Directors. WTW’s assessment involved a benchmarking
level of responsibilities undertaken. Remuneration of the exercise carried out against remuneration structures
Non-Executive Directors is subject to annual approval by adopted by local and regional companies (comparators).
01
shareholders. Directors’ remuneration packages comprise
02
fees and benefits in kind for the Chairman, while Executive Based on an assessment and review of the comparators,
Directors remuneration package comprise basic salaries, and in accordance with Section 230 of the Companies 03
bonuses and benefits-in-kind and other benefits. There Act 2016, the Company will be requesting shareholders’ 04
are presently no Executive Directors on the Board. The approval for the payment of Non-Executive Directors’ fees 05
CEO’s Key Performance Indicators are reviewed by the and benefits that includes a request for the directors’ fees 06
Remuneration Committee on an annual basis. for the Company’s subsidiary. The shareholders’ resolution
for payment of directors’ fees and benefits is for the period
A report produced by AON Hewitt in the year of 2020 was commencing from the conclusion of the forthcoming
taken as reference to evaluate remuneration of the MMT as Thirteenth AGM up till the conclusion of the next AGM of
follows: the Company in 2023. The details are contained in the
Notice of the forthcoming Thirteenth AGM.
i) salaries, allowances and incentives (short term bonuses
and long-term incentives);
The aggregate emoluments received by the Directors of the Company during the financial year ended 31 December 2021 are as
stated on the following:
Notes:
Save as disclosed above, no other remuneration has been paid to the Directors by the Company and/or its subsidiaries.
(1)
Stepped down as Chairman on 22 April 2021 and re-designated from Independent Non-Executive Director to Non-Executive Director on 18 October 2021
(2)
Appointed as Chairman on 22 April 2021 and re-designated from Independent Non-Executive Director to Non-Executive Director on 18 October 2021.
AUDIT AND RISK COMMITTEE, RISK objectivity and independence of the external auditors.
MANAGEMENT AND INTERNAL CONTROL FRAMEWORK As specified in the Board Charter and TOR of the NC,
the ARC shall not appoint a former partner of the
The Audit and Risk Committee (ARC) is chaired by external audit firm as its member unless a cooling-off
Alvin Michael Hew Thai Kheam and comprises majority period of at least three (3) years has been observed prior
Independent Directors. The Chairman and members of to the appointment.
the ARC are financially literate, have extensive business
experience, and with each member having skill sets that (II) Conflict of Interest and Related Party Transaction (RPT)
allow the ARC to effectively discharge its duties and The Group has in place procedures and guidelines and
responsibilities in accordance with the TOR of the ARC. internal controls to ensure that related party transactions
The Chairman, Alvin Michael Hew Thai Kheam is not the including recurrent related party transactions have been
Chairman of the Board. The separate Chairman of the or will be entered into on normal commercial terms and
01
respective Board and the ARC promotes robust and open on terms which are or will not be more favourable to
02
deliberations by the Board on matters referred by and/or the transacting parties than those generally available to
03 recommended by the ARC. The roles, responsibilities and third parties dealing at arm’s length and are not or will
04 activities of the ARC in respect of effective audit and risk not be to the detriment of the Company’s non-interested
05 management are explained in the ARC Report on pages shareholders. The review and approval processes,
06 124 to 128 of the Integrated Annual Report. The terms of policies and procedures for RPT ensure that the
office and performance of the ARC are reviewed by the NC transaction prices, terms and conditions of agreements
annually in accordance with Para 15.20 of the MMLR, and and the quality of products/services are comparable
in addition the independence of each of its independent with those prevailing in the market. This is to ensure that
members were reviewed by the NC. the terms of the transactions are neither favourable to
the related party nor detrimental to the Group’s minority
The Group has the following processes in place for effective shareholders. The Group tracks the status of mandated
audit and risk management. Recurrent RPTs monthly to ensure all transactions are
within the limits and plan the compliance processes if
(I) Accountability and Audit required. In addition, the Group has a conflict of interest
policy to ensure that the ARC reviews such situations,
The Directors endeavour to present a clear, balanced and to recommend to the Board accordingly. In the
and comprehensive assessment of the Maxis Group’s event that a member of ARC or Board has an interest
financial position, performance and prospects. This and/or deemed interest in any particular RPT, he or she
also applies to other price-sensitive public reports and shall declare his or her interest in the RPT and will have
reports to regulators. to refrain from any deliberation and also abstain from
voting on the matter at the ARC meeting and/or Board
The ARC places great emphasis in the evaluation of meeting in respect of that RPT. It is the Maxis Group’s
the suitability, objectivity and independence of the policy to ensure that all of our transactions regardless
external auditors in providing transparent reports to the of whether they are RPTs or not, must comply with our
shareholders. Accordingly, the ARC is guided by Maxis’ Group’s Procurement Policy and Standards (PPS) and the
External Audit Independence Policy (EAIP) to assess Manual of Limits of Authority (LOA). The purpose of the
the external auditors’ independence. The Committee PPS and LOA is to ensure that all transactions are carried
also reviewed the annual assessment conducted on the out in the best interests of the Group. The LOA sets out
effectiveness of the external auditors which covered the levels of authority and guides internal management
eight categories, namely the audit firm’s calibre, quality in their control over our Group’s capital and operating
process, audit team, scope, communication, governance, expenditure. The purpose of the PPS is to ensure
independence, and audit fees. The ARC is also guided that competitive bidding principles and transparent
by the requirements as set out in Para 15.21 of the MMLR procedures are observed in the procurement of goods
in considering the annual assessment on the suitability, and services.
Embedding Trust
(III) Risk Management and Internal Control basis. Key elements of the Group’s control environment
include Organisation Structure, Audit and Risk
The Board of Maxis, is fully committed to articulating, Committee, Internal Assurance, Code of Conduct and
implementing and reviewing a sound and effective Code of Business Practice, Integrity and Compliance,
risk management and internal control environment, Anti-Bribery and Corruption, Revenue Assurance,
in line with Intended Outcome 10.0 MCCG 2021 that Subscriber Fraud Management, Business Continuity
the Board is provided with reasonable assurance that Planning, Regulatory, Legal, Company Secretary, Limits
adverse impact arising from a foreseeable future event of Authority, Policies and Procedures, Financial and
or situation on the Group’s objectives is mitigated Operational Information, Data Privacy, Data Protection
and managed. The ARC, supported by internal audit and Cybersecurity.
function, provides an independent assessment of the Detailed reports on the Group’s Audit and Risk Management can
effectiveness of the Maxis Enterprise Risk Management be found on pages 124 to 128 and 130 to 137 of this Integrated
Annual Report.
(ERM) framework and reports to the Board on yearly
(i) Shareholders are encouraged to participate in the Additionally, we are enhancing our internal processes
Question-and-Answer session. and policy to consolidate and monitor ESG data that is
(ii) Written answers will be provided to any significant reported within the Company in line with our ambition to
questions that cannot be readily answered during the AGM. get external assurance on non-financial information.
(iii) Shareholders are welcome to raise queries by
contacting Maxis at any time. ALWAYS BE AHEAD
(iv) Maxis issues adequate notice of AGM, which exceeds
the 21 days as per the Companies Act 2016 and MMLR The Board is fully committed to compliance with regulatory
prescribed notice period and at least 28-day notice requirements under the MMLR, MCCG 2021, the applicable
prior to the AGM as per Practice 12.1 of MCCG 2017. rules and regulations, and in steering the Maxis vision as a
(v) Queries from shareholders pertaining to the Integrated leading converged solutions provider.
Annual Report may be directed to this email:
ir@maxis. com.my.
Embedding Trust
The Board’s processes, proceedings and governance
1 Integrated Annual Report 2021
structure are constantly assessed and benchmarked to
remain competitive, refreshed and agile with a continued
focus on strategy, governance and compliance. 2 Corporate Governance Report 2021
Key focus areas in 2022 include intensifying efforts to 3 Circular to Shareholders for Recurrent Related
enhance the Board’s composition, dynamics and succession Party Transactions 2022/2023
planning of Board members and Management. The Board
has put in place an Integrity Governance Unit in 2020, and 4 Policy on Non-Executive Directors’
implemented the MABC system that include amongst others Remuneration, Expenses and Reimbursement
continued emphasis on anti-bribery and corruption training, and Mobile Device Policy
integrity pledges and communication of the updated CoBP
to Directors, employees and third parties. 5 Board Charter
Further, during the new normal to continue fostering 6 Terms of Reference of the Audit and Risk 01
positive interaction between the Board and Management Committee, Remuneration Committee, 02
at all levels, while supporting a growth and innovative Nomination Committee, Business & IT
03
mindset, there will be virtual engagements with Transformation Committee and Government
04
Management, interactive workshops, training and Regulatory Affairs Committee
sessions, encompassing areas such as operations, 05
risk management, cybersecurity and anti-bribery and 7 Board Diversity Policy 06
corruption. The Board is committed to providing oversight,
and working together with Management beyond internal 8 Conflicts of Interests and Related Party
Board and management interactions, but also considering Transactions Procedures and Guidelines
Group strategy and value creation (for wider stakeholders)
and strategic opportunities. As an ongoing effort for 9 Policy in Dealings in Securities by
the next few financial years, the Board will continue to Directors and Principal Officers
benchmark itself against other comparable international
digital and technology companies. 10 Policy on Conflicts of Interest
The NC comprises members who are Independent Non- KEY ACTIVITIES DURING THE YEAR UNDER REVIEW
Executive Directors and Non-Independent Non-Executive
Directors as follows: Board and Committees Composition
(i) Mazen Ahmed M. AlJubeir (Chairman), appointed • Reviewed Board and each of the Board Committee
as Chairman on 22 April 2021, Independent Non- compositions, skills, experience, strength, quality and
Executive Director diversity, and time commitment of each Director and
(ii) Tan Sri Mokhzani bin Mahathir, Non-Independent member in fulfilling their responsibilities including
Non-Executive Director the changes in compositions of Audit and Risk
(iii) Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda, Committee, Nomination Committee, Government
Non-Independent Non-Executive Director and Regulatory Affairs Committee, Share Issuance
(iv) Dato’ Hamidah Naziadin, Independent Non-Executive Committee, Business & IT Transformation Committee
Director and Remuneration Committee as well as all the Terms
(v) Alvin Michael Hew Thai Kheam, Independent Non- of Reference (TOR).
01 Executive Director • Reviewed the performance of Directors including
02 director standing for re-election in accordance with
ROLES AND ACTIVITIES OF THE NC IN 2021 the requirement of Para 2.20A of the MMLR that
03
each of its director, has the character, experience,
04
The NC met six (6) times during the financial year, with full integrity, competence and time to effectively
05 attendance. The following activities or area of focus for discharge his role as a director.
06 the year are as below: • Reviewed the terms of office and performance of ARC
members in accordance with Para 15.20 of the MMLR
Roles and that the ARC members carried out their scope in
The NC assists the Board with the following matters in accordance with the Terms of Reference of ARC.
undertaking its roles and responsibilities, to sustain the • Benchmarking study on the Board size and
Group as a leading converged solutions provider in the general review of size of comparable Boards and
ever changing regulatory and market environment: Committees.
• Reviewed the independence of directors namely
• Oversee the composition and performance of the Dato’ Hamidah Naziadin, Alvin Michael Hew Thai
Board, and each of the Committee including Board Kheam and Mazen Ahmed M. AlJubeir as the
skills, experience and diversity. Independent Non-Executive Director of Maxis based
• Director’s independence in accordance with the on the outcome of the assessment of independence
Bursa Malaysia Securities Berhad Main Market carried out by the Spencer Stuart, an independent
Listing Requirements (MMLR), in substance and form. leadership consulting firm.
• Director’s time commitment to the Board and • Redesignation of Alvin Michael Hew Thai Kheam as
Committees. Senior Independent Director.
• Assessment of Directors on an ongoing basis, • Changes in the Committees Memberships as sets out
including any training or development needs. in the table on page 119.
• Recruitment, selection and succession planning
of the CEO, members of the Board and Board
Committees.
• Facilitating board induction for new directors, and
members of Committees.
• Reviewing the training requirements for the
directors.
Embedding Trust
Directors Changes Effective date
Tan Sri Mokhzani (i) Redesignated from Independent Director to Chairman of the
bin Mahathir Board
(ii) Resigned as Chairman of ARC
22 April 2021
(iii) Resigned as Senior Independent Director
(iv) Appointed as Chairman of Share Issuance Committee
(v) Redesignated as Chairman of GRAC
(vi) Redesignated from Independent Director to Non-Independent
18 October 2021
Non-Executive Director
Raja Tan Sri (i) Redesignated from Chairman of the Board to Independent
Dato’ Seri Arshad Director
bin Raja Tun Uda (ii) Redesignated from Chairman of NC to Member of NC
(iii) Redesignated from Chairman of GRAC to Member of GRAC 22 April 2021
(iv) Appointed as the Senior Independent Director in place of Tan 01
Sri Mokhzani bin Mahathir 02
(v) Resigned as Member of Share Issuance Committee 03
(vi) Redesignated from Independent Director to Non-Independent 04
Non-Executive Director
05
(vii) Resigned as Senior Independent Director 18 October 2021
06
(viii) Resigned as Member of RC
(ix) Resigned as Member of ARC
Mazen Ahmed (i) Redesignated from Member of NC to Chairman of NC 22 April 2021
M. AlJubeir (ii) Appointed as member of ARC 18 October 2021
Alvin Michael (i) Appointed as Chairman of ARC 22 April 2021
Hew Thai Kheam (ii) Appointed as the Senior Independent Director in place of Raja
Tan Sri Dato’ Seri Arshad Bin Raja Tun Uda 18 October 2021
(iii) Appointed as Member of RC
DIRECTORS INDEPENDENCE The profiles of these retiring Directors are set out on
pages 6 and 8 of the Company's Integrated Annual
• Review of the independence and tenure of Report for the financial year ended 31 December 2021.
Independent Directors including an assessment of Tan Sri Mokhzani bin Mahathir holds 750,000 shares and
the directors in accordance with the MMLR and their deemed interest of 1,000 shares in Maxis Berhad. Raja
objectivity in discharging their responsibilities as an Tan Sri Dato’ Seri Arshad bin Raja Tun Uda holds 750,000
Independent Director. shares in Maxis Berhad while Mazen Ahmed M. AlJubeir
does not hold any shares in Maxis Berhad. Each of them
Note: The independence of the three (3) Independent Non-
has no family relationship with any Director and/or major
Executive Directors were assessed three times during the
year by Spencer Stuart, and in self-assessment forms and the shareholder of Maxis Berhad, have no conflict of interests
confirmation by the independent directors was that they each with Maxis Berhad and have not been convicted of any
are, both in substance and form, independent of management
and free of any business or other relationship that could offence within the past five (5) years and have not been
materially interfere with or could be perceived to materially imposed with any penalty by the relevant regulatory
interfere with, the exercise of their unfettered and independent
judgement. The assessment covers the regulatory definitions bodies during the financial year ended 2021.
of independent directors under the MMLR, and an additional
01 subjective element of independence in substance. This is
GOVERNANCE
02 additionally demonstrated by the conduct and discharge of
his/her duties as a director.
03
• Review of the governance applications of Companies
04
• Review the independence of Director, Mazen Ahmed Act 2016 and Malaysian Code on Corporate
05 M. AlJubeir whose due to retire by rotation pursuant Governance 2021 (MCCG 2021), and compliance
06 to Rule 131.1 of the Company’s Constitution at thereto.
forthcoming AGM. • Review of the departures from MCCG 2021 and
• Review the tenure of the independence of Director, recommended actions including the review of the
Alvin Michael Hew Thai Kheam, whose tenure will requirements of independent and women Directors,
exceed the cumulative tenure of nine (9) years after including the next steps that included search for
30 August 2022. directors with combination of skills, experience and
• Review the tenure of the independence of Director, strength in qualities which are relevant to Maxis.
Dato’ Hamidah Naziadin, whose tenure will exceed • Review Directors’ duties, responsibilities, benefits and
nine (9) years after 1 February 2023. fees in relation to the respective Board Committee
TORs.
DIRECTORS’ DUE TO RETIRE UNDER RULE 131.1 OF THE • Review of the Board Committees’ TORs, and that the
COMPANY’S CONSTITUTION AND RE-APPOINTMENT AT Committees have discharged their functions under the
THE FORTHCOMING AGM respective TORs including the requirement to include
any further amendments.
Considered the re-appointment and re-election of
Directors namely Tan Sri Mokhzani bin Mahathir, Raja Tan REMUNERATION
Sri Dato’ Seri Arshad bin Raja Tun Uda and Mazen Ahmed
M. AlJubeir who were due to retire at the forthcoming • Review the Policy on Non-Executive Directors’
AGM on 28 April 2022, based on the following assessment Remuneration, Expenses and Reimbursement and
of the Directors in addition to the requirements of Para Mobile Device Policy.
2.20A of the MMLR: • Review the Directors’ Fees for Board and Committees,
(i) performance and contribution based on the evaluation including ad hoc Committees of the Board in relation
results of the BEE 2021 as conducted by Spencer to the skill sets and time spent based by each director
Stuart; and deliberations of their skills, experience and at the respective Committees and number of meetings
strength in qualities; and with reference to the independent evaluation
(iii) level of objectivity, impartiality and their abilities to act undertaken by Spencer Stuart.
in the best interests of the Company.
Note: The NC reviews Directors’ fee and other benefits for
alignment on the time spent before making recommendations
The retiring Directors met the performance criteria to the Board. The RC is authorised to oversee the entire
required of an effective and a high-performance Board remuneration structure in order to ensure alignment with the
Company’s policy.
based on the outcome of the BEE 2021. In addition to the
BEE, each of the directors were evaluated by Spencer
Stuart and the independent reports that highlighted their
strengths and areas for improvement were shared with the
Chairman of the Board and the Chairman of the NC.
Embedding Trust
BOARD, BOARD COMMITTEES AND INDIVIDUAL 3. Better alignment of agendas and discussions at
DIRECTOR’S EFFECTIVENESS EVALUATION Committees and the Board agenda to allocate Board
meeting time more effectively and to prioritise for
The NC assesses the effectiveness of the Board, Board strategic topics.
Committees and the contribution of each Director on an 4. Enhancement of sustainability discussions on the
annual basis to enhance efficiency, identify strengths and Board Agenda to be in line with the MCCG 2021 and
potential improvements areas. to keep tabs on industry best practices.
6. The ARC Chairman presented a formal detailed report The retiring Directors met the performance criteria
to the Board about the proceedings of the ARC. required of an effective and a high-performance
7. The ARC is committed and has the competence, Board based on the Directors’ SA results and the BEE
integrity, sufficient skills, experience, time and 2021. The Board approved the NC’s recommendation
resources to undertake their duties. that the Directors who retire in accordance with Rule
8. The ARC was satisfied that appropriate internal and 131.1 of the Company’s Constitution namely, Tan Sri
external supports and resources are available to the Mokhzani bin Mahathir, Raja Tan Sri Dato’ Seri Arshad
ARC. bin Raja Tun Uda and Mazen Ahmed M. AlJubeir are
eligible to stand for re-election. The profiles of these
ASSESSMENT OF DIRECTORS STANDING FOR RE- retiring Directors are set out on pages 6 and 8 of the
ELECTION AT THE FORTHCOMING THIRTEENTH AGM Company’s Integrated Annual Report for the financial
year ended 31 December 2021.
The NC is responsible for recommending to the Board,
Directors who are retiring and are standing for re-election If Mazen Ahmed M. AlJubeir (Mazen)’s re-election is
01 at the Annual General Meeting. approved by shareholders at the Maxis’ upcoming
Thirteenth AGM on 28 April 2022, he will assume the
02
1. Directors Retiring by Rotation pursuant to Rule 131.1 position of a non-independent non-executive director
03
of the Constitution following the conclusion of the AGM. This position
04
The NC and the Board also considered the arises as a result of the amendments to the MMLR
05 assessment of the following three (3) Directors (the on 13 August 2020 which has effectively required
06 retiring Directors) standing for re-election at the all independent directors appointed after 1 October
forthcoming Thirteenth AGM pursuant to Rule 131.1 of 2020 to observe a 3-year cooling off period if they
the Company’s Constitution, and collectively agreed have been a non-independent director before that.
that they meet the criteria regarding their character, Mazen was a non-independent non-executive director
experience, integrity, competence and time committed of the Maxis Board up until 24 April 2020, when he
to effectively discharge their respective roles as was re-designated as an independent non-executive
Directors as prescribed by Para 2.20A of the MMLR: director of the Maxis Board. However in light of the
requirement under the MMLR, Mazen will not be in a
(i) Tan Sri Mokhzani bin Mahathir position to satisfy this new criteria at the point of his
(ii) Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda re-appointment at the upcoming AGM. Accordingly,
(iii) Mazen Ahmed M. AlJubeir if his re-election to the Maxis Board is approved
by shareholders, he will assume the role of a non-
The NC and Board had assessed each of the retiring independent non-executive director of the Maxis
directors, and also considered the following: Board.
(i) performance and contribution based on the 2. Extension of independence pursuant to MCCG 2021
Self-Assessment (SA) results and BEE 2021 as Alvin Michael Hew Thai Kheam (AMH) was appointed
conducted by Spencer Stuart; as Independent Director on 30 August 2012 and will
(ii) level of contribution to the Board and exceed the cumulative tenure of nine (9) years after
deliberations through their skills, experience and 30 August 2022. Maxis’ shareholders had on 22 April
strength in qualities; and 2021 approved the resolution for AMH to continue to
(iii) level of objectivity, impartiality and their abilities act as an Independent Director from 30 August 2021
to act in the best interests of the Company. to 29 August 2022.
Embedding Trust
The Board through the NC, has undertaken relevant BOARD DIVERSITY POLICY
assessments and recommended for AMH to continue
to serve as Independent Non-Executive Director for a The Board recognises that diversity in its composition is
further one (1) year period from 30 August 2022 to 29 critical in ensuring its effectiveness and good corporate
August 2023 by seeking shareholders’ approval at the governance. A truly diverse board will include and
Thirteenth AGM based on the following justifications: make use of the variation in the age, skills, experience,
cultural background, gender, ethnicity and nationality of
a. AMH has fulfilled the criteria of Independent its members to ensure effective governance and robust
Director as stated in the MMLR. decision making by the Board. The NC and Board regularly
b. AMH has demonstrated his objectivity and reviews the composition of the Board to ensure the proper
independence when providing his views and discharge of its functions and obligations.
contributions as a member of the Board when
considering Board-related matters and in Underpinning the Maxis Board Diversity Policy is Maxis’
discharging his responsibilities as Director. commitment to ensuring that all Directors are appointed
c The length of time that he has remained in office on merit, in line with the standards as set out in Para 01
does not interfere with his abilities to exercise 2.20A of the MMLR. The background of each Director
02
independent judgment as an Independent can be found on pages 6 to 10 which demonstrates the
03
Director. Board’s Diversity Policy. The Board regularly reviews its
04
d. AMH, together with the other Independent composition to improve its diversity including gender
Directors, each function as a check and balance diversity. 05
to the Board and exercise objectivity as Directors. 06
e. AMH has vast experience, knowledge and The search for the additional women and independent
skills in a diverse range of businesses and Director candidates are in progress. The review and
therefore provides constructive opinion, counsel, selections are aligned with Maxis’ requirements for skills
oversight and guidance as a Director. His diversity, and for candidates with the experience and
insights and guidance provide impartiality to caliber who can contribute to Maxis’ growth strategy to be
matters considered at meetings of the Board and a leading converged solutions provider.
Committees.
f. AMH has devoted sufficient time and attention to The present Board composition is cognisant of the
his professional obligations to Maxis required for diversity requirements and the measures to meet the
informed and balanced decision making. 30% women Directors targets by 2024. The NC’s exercise
g. Spencer Stuart has found AMH’s overall to expand the pool of potential candidates with profiles
independent mindedness to rank highly based of women professionals in the country having the
on their assessment. Spencer Stuart used a combination of skills, experience and strength in qualities
capability-based analysis to assess the elements which are relevant to Maxis is underway which includes
of independent mindedness (Cognitive and utilisation of independent sources.
Personality) in board room (including committee)
interactions and decision making. This is further This Statement should be read together with Corporate
validated by 360 degree feedback from fellow Governance Overview and Corporate Governance Report
Directors and Senior Management. 2021.
The Board of Maxis is pleased to present the Audit and Risk Committee (ARC) Report
for the financial year ended 31 December 2021.
WHO WE ARE
THE ARC’S SKILLS AT A GLANCE A total of five ARC meetings were held in 2021. At these
meetings, the Committee focused on Maxis’ financial
• All members are financially literate. results, announcements to Bursa Securities for Q4
• All members are able to read, analyse, interpret and 2020 and full-year 2020, Q1 2021, Q2 2021 and Q3
understand financial statements. 2021, the provisions and judgmental accounting items
• All members have extensive business experience. for the respective financial quarters, reports from both
• Each member has skill sets which make the ARC the external and internal auditors, regulatory and legal
effective as a team, lending it the ability to effectively updates, enterprise risk management matters, related
discharge its duties and responsibilities. party transactions, revenue assurance, business and
• Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda (ceased continuity planning, capital raising, systems and security
as ARC member effective 18 Oct 2021), a Fellow of information and other internal control matters.
the Institute of Chartered Accountants in England and
Wales, and Robert Nason, a fellow of CPA Australia, In addition, there was one Circular Resolution in between
meet the Bursa Malaysia Securities Berhad (Bursa the ARC Meetings (passed by unanimous consent in
Securities) Main Market Listing Requirements (MMLR) accordance with Clause 6.3 of the ARC’s Terms of
for Audit Committees to have at least one member of Reference), which were principally related to the Return to
an association of accountants specified in Part II of the Office procedures.
First Schedule of the Accountants Act 1967.
The ARC Chairman reported the outcomes and decisions
SUMMARY OF ACTIVITIES OF THE COMMITTEE of the ARC proceedings in detail to the Board the soonest
practicable after each meeting. Members of Management,
During the financial year, the Committee reviewed and the Group’s external auditors and external legal counsel
updated its Terms of Reference to be in line with the also attended the meetings as and when invited. In the
Statement on Risk Management and Internal Controls. discharge of its duties and responsibilities, the Committee
An annual review was also performed to ensure all undertook the following major activities during the year:
requirements were complied with.
Embedding Trust
Risk Management and Internal Control • ARC was also updated on the initiatives taken to
• The Committee reviewed the quarterly status reports mitigate the risks from the ongoing pandemic on the
on Enterprise Risk Management (ERM) activities within health and safety of the employees, which include the
the Group presented by the Management, which status of the COVID-19 cases; the Work from Home
includes overall risk profile, changes and updates and Return to Office process and policies; and the
on the number of key risks, and the corresponding vaccination policies. In addition, the Committee has
mitigating actions. The Committee also reviewed the also stressed on the importance of Management to
risk appetite statement and risk methodology adopted continuously provide necessary steps to protect the
in ensuring that key and high risks were identified and safety and wellbeing of the employees.
tracked.
Financial Reporting
• Through the Internal Audit’s reports on key internal • In overseeing the Group’s financial reporting, the
audit findings and the external auditor’s reports on Committee together with appropriate officers of the
work performed presented at the ARC meetings, Group reviewed the quarterly financial results and
as well as through discussions with key Senior annual audited financial statements of the Group, 01
Management, the Committee evaluated the overall including the reports on provisions, significant
02
adequacy and effectiveness of the system of internal judgmental accounting matters, impact of new
03
controls including information technology and accounting standards and related announcements,
04
network controls; the Group’s financial, auditing and before approving the release of the Group’s financial
accounting organisations and personnel; and the results to Bursa Securities. The quarterly financial 05
Group’s policies and compliance procedures with results for Q1, Q2 and Q3 of 2021, which were 06
respect to business practices. prepared in compliance with the Malaysian Financial
Reporting Standards (MFRS) and International
• During its meetings and discussions with key Senior Financial Reporting Standard (IFRS), were reviewed
Management, the Committee consistently emphasised at the quarterly Committee meetings. During its first
the importance of information security and the quarterly meeting, the Committee reviewed the draft
Group’s readiness to prevent and respond to cyber- audited financial statements for the financial year
attacks and online fraud. Cyber security updates ended 31 December 2020 and the quarterly financial
were provided to the Committee on a quarterly basis results for Q4, 2020.
due to the Committee’s emphasis on this area and
recognition as a material matter to the Group. • In reviewing the integrity of financial information, the
Committee deliberated with Management to ensure
• In continuing to promote ethical business practices, that all matters set out in Section 5 of the Audit and
the Committee also reviewed the summary of Risk Committee Terms of Reference (“Responsibilities”
defalcation cases investigated in 2021 and, where under the heading “Financial Reporting”) as well
relevant, requested Management to carry out the as the following areas, where relevant, had been
necessary disciplinary actions. These actions reflect complied with:
the Board’s non-tolerance of fraud as well as to further I. The MMLR;
improve the control environment in preventing further II. Provisions of the Companies Act 2016 and other
recurrences. legal and regulatory requirements; and
III. MFRS and IFRS
• In strengthening anti-bribery and anti-corruption
governance framework, the Committee on quarterly • On a quarterly basis, Management gave its assurance
basis deliberated with Management on the compliance to the Committee that related party transactions
status with the MABC system implemented in 2020 and the mandate for recurrent related party
and which is continuously enhanced. In relation to transactions (RRPT) were in compliance with MMLR
this, the Committee also received updates from the and the Group’s policies and procedures. In addition,
Head of Integrity and Governance Unit on related Internal Audit presented the results of its quarterly
initiatives and activities related to enhancing the independent reviews of the RRPT confirming that all
company’s compliance culture. RRPTs complied with the said policies and procedures.
Overall Governance, Regulatory and Other Updates • During its last quarterly meeting for the year, the
• The Management and Company Secretary presented Committee reviewed and approved the Annual Audit
to the Committee, for its review, the status and Plan 2022, which reflects the changing risk landscape
changes in material litigation, law and regulations, of the organisation, industry, and the company’s
compliance with loan covenants and regulatory convergence strategy. A total of 27 audits have been
updates on the Group’s business on a quarterly basis. planned for 2022 focusing on key strategic areas,
finance and business operations, technology as well
Internal Audit as advisory services. The Committee also reviewed
The Group’s internal audit function (internally referred to the scope and coverage of the planned activities
as the Internal Assurance Division) carried out its activities and ensured principal risk areas and key processes
based on the risk-based Annual Audit Plan approved by of the business (identified by the Enterprise Risk
the Committee, covering scopes under the governance, Management department and the internal audit
risk management and internal control processes, including function) were adequately addressed. In line with the
regulatory compliance such as related party transactions. digital aspiration of the function as approved by the
01 Based on the approved Annual Audit Plan for 2021, a Committee, Internal Assurance continues to increase
total of 50 engagements were conducted as at year-end focus on audit automation activities for next year,
02
covering the following key areas: as well as incorporating Agile Auditing as its core
03
process methodology.
04
i. Accounting & Financial Activities (16%)
05 ii. Key Projects Implementation (30%) • During the same meeting, the internal audit function
06 iii. Network and Information Technology (6%) presented for the Committee’s approval the divisional
iv. Regulatory Compliance (14%) KPIs for 2022 covering four strategic focus areas:
v. Sales Operations (12%) Operations, Customers, Innovation and Learning &
vi. Contracts Management (8%) Development. The KPIs were updated to be in line
vii. Investigative (14%) with the progress of the three-year digitalisation
roadmap with emphasis on measures that drive the
• At the Committee’s quarterly meetings, Internal continuous assurance capability of the function using
Assurance presented updates of its Annual Audit automation technologies, and efficiency outcomes
Plan 2021, including the status of engagements, key from Agile processes.
findings from audit reports and the corresponding
audit conclusion opinions, audit recommendations The Committee also reviewed the adequacy of the
by the internal auditors, results of investigations Internal Audit Charter and approved the internal audit
performed by the internal auditors and the function’s proposal to enhance the charter in line with
representations made, as well as status of corrective the IIA Standards and latest updates in the ARC Terms of
actions taken by Management to address and resolve Reference.
issues, ensuring these were adequately addressed on
a timely basis. External Audit
• During its first quarterly meeting, the Committee
• The Committee was also updated on the progress reviewed the external auditor’s report for the financial
of the audit automation initiative as well as the year ended 31 December 2020 and recommended for
assurance results generated from the automated the Board’s approval.
reports. The Committee also reviewed improvements
that the digitalisation initiative has shown on the • At the same meeting, the Committee undertook
overall assurance coverage and company’s vigilance an annual assessment of the suitability and
over risks and controls across more critical business independence of the external auditors and reviewed
processes. their compliance with Maxis’ External Audit
Independence Policy (EAIP) for work carried out in the
previous financial year (2020). This was to determine
whether the services rendered would impair the
external auditors’ independence and objectivity.
Embedding Trust
The compliance status was presented by Management the Committee, provides periodic reports to the
to the Committee for its deliberation. Internal Audit Committee as part of the overall compliance reporting.
also presented its independent review of the external
auditors’ independence to the Committee, confirming • The Committee deliberated reports and updates
the assessment results by Management. The Committee from the Head of Integrity and Governance Unit on
deliberated on the reports and concluded that the auditors the progress of the initiatives and programs which
complied with the EAIP. includes compliance progress; anti-bribery and anti-
corruption internal control enhancements; MABC
• The Committee reviewed the audit services and non- system updates, effectiveness, related activities
audit services provided by the external auditors and and areas of concerns; as well as on the status of
their corresponding incurred fees, which included tax ongoing/completed investigations related to bribery &
related services, regulatory compliance reporting, corruptions.
accounting consultation and agreed-upon procedures.
The Committee concluded that the auditors had • Since the inception of MABC system, the Committee
remained independent during the year. deliberated 100% commitment by the Board of 01
Directors and employees with signed Integrity
02
• At its quarterly meetings, the Committee deliberated Pledges; 100% completion of MABC e-learning module
03
on the results and issues arising from the external for employees; third party and employees awareness
04
auditors’ review of the 2021 quarterly financial program; and online due diligence compliance
results, Q4 2020 financial results and audit of the screening to assess bribery risk and corruption to 05
2020 year-end financial statements as well as the ensure the highest level of integrity is observed and 06
resolution of issues highlighted in their report to the practiced.
Committee. The Committee also deliberated on key
audit matters highlighted by the auditors, the Internal • The Committee had also deliberated and endorsed
Control Recommendations (ICRs) raised by them, and the following with respect to strengthening the anti-
monitored their closure status. bribery and anti-corruption initiatives in the company:
• The Committee reviewed the external auditors’ 2021 i. Implementation of the Anti-Money Laundering
Audit Plan outlining their strategy, approach and and Counter Financing of Terrorism (AML/CFT)
proposed fees for the current financial year’s statutory structure. The AML/CFT structure is comprised of
audit. The proposed Audit Plan and fees reviewed policies and procedures, system and technology
include non-recurring assurance related work for the as well as culture values that are in line with Bank
financial year. The Committee noted the proposed Negara Malaysia’s requirements.
plan and approved it for the current financial year. ii. IGU’s recommendation to proceed with the
submission of Maxis’ application for the ISO
• The Committee reviewed the annual assessment 37001:2016 Anti-Bribery Management System
conducted on the effectiveness of the external (ABMS) Certification. The endorsement was
auditors. The assessment covered seven categories, granted following the completion of the pre-
namely the audit firm’s calibre, quality process, assessment of Maxis’ ISO37001:2016 ABMS
audit team, scope, communication, governance, Certification conducted by SIRIM in April 2021 and
independence, and audit fees. Group wide anti-bribery risk.
iii. Policies related to Sponsorship & Endorsement
Integrity and Governance Unit and Hospitality and Entertainment Policies have
• The Committee continued to provide oversight also been revised in October 2021 to establish
over the IGU function, whose role is to foster the and formalise a process to reflect the tracking
principle of abhorring corruption, abuse of power mechanism and management for relevant
and malpractices in companies through four core activities.
functions, namely: Complaints Management; iv. Full implementation of Integrity Vetting System
Detection & Verification; Integrity Strengthening; (eSTK) screening by the Malaysian Anti-Corruption
and Governance. At Maxis, IGU is responsible for Commission on the Chairman, Directors, Chief
the implementation, monitoring, strengthening and Executive officers, Senior Management Officers
evaluation of the governance, and anti-corruption and officers designated for critical and strategic
controls of the MABC system. The Head of Integrity positions, including selective third parties were
and Governance Unit, who reports functionally to thoroughly vetted and were of high integrity.
Long-Term Incentive Plan (LTIP) The Internal Assurance Division comprises of 21 auditors
• The internal audit on LTIP grants for the financial year and is headed by Shafik Azlee Mashar, who has extensive
was performed in September 2021. In ensuring that experience in managing internal audit functions within
the allocation for employees was as per approved telecommunications, FMCG and banking organisations.
criteria, disclosed pursuant to LTIP, the Committee Shafik holds a Bachelor’s degree in Information Systems
deliberated the review results presented by Internal Engineering from Imperial College of Science Technology
Assurance during its October meeting. & Medicine, London and is a Certified Information Systems
Auditor (CISA), Certified PRINCE2 Project Management
PROCEEDINGS OF THE ARC MEETINGS Professional and Certified ScrumMaster (CSM) for Agile.
The Group’s internal and external auditors and certain The Head of the Internal Assurance Division reports
members of Senior Management attended the Committee directly to the Chairman of the Committee, and is
meetings by invitation. responsible for enhancing the quality assurance and
improvement programme of the internal audit function.
01 The Committee also held a total of four separate private Its effectiveness is monitored through continuous internal
sessions with the internal and external auditors without and external quality assessments and the results are
02
the presence of Management. Both the internal and communicated to the Committee.
03
external auditors have unfettered access to members of
04
the Committee, including the Chairman, any time during The total costs incurred for the internal audit function for
05 the year. the financial year ended 31 December 2021 amounted to
06 RM6.6 million (2020: RM6.3 million).
Deliberations during the Committee meetings were
minuted. The Chairman of the Committee reported the The internal audit function fully abides by the provisions of
proceedings of the Committee to the Board after every its charter. The Internal Assurance Charter is reviewed and
Committee meeting. Minutes of the meetings were approved by the Committee annually. The internal audit
circulated to all members of the Board and significant function’s activities conform to the International Standards
issues were brought up and discussed at Board meetings. for the Professional Practices of Internal Auditing set forth
by the IIA.
TRAINING
The Audit and Risk Committee has regular dialogues and
Training attended by the Committee members during the sessions with the Head of Internal Assurance and team.
financial year is reported under the Corporate Governance
Overview on page 112.
Embedding Trust
INTRODUCTION • The Group shall not compromise its commitment
towards integrity, cybersecurity, sustainable business
The Board affirms its overall responsibility for the Group’s and reputation by risking brand image, service
system of internal control and risk management and for delivery standards or regulatory non-compliance; and
reviewing the adequacy and effectiveness of the system. • The Group is prepared to take measured risks to
The Board is pleased to share the main features of the achieve its vision to be Malaysia's leading converged
Group’s risk management and internal control system in solutions provider.
respect of the financial year ended 31 December 2021.
The Management has primary responsibility for identifying,
In discharging its stewardship responsibilities, the Group assessing, monitoring and reporting key business risks to the
has established a sound risk management framework and Board in order to safeguard shareholders’ investments and
procedures of internal control. These procedures, which the Group’s assets. Risk management and internal control
are embedded into the culture, processes and structures systems are designed to identify, assess and manage risks
of the Group are subject to regular review by the Board, that may impede the achievement of the Group’s business
and provide an ongoing process for identifying, evaluating objectives and strategies rather than to eliminate these risks 01
and managing significant risks that may affect the Group’s entirely. They can only provide reasonable and not absolute
02
achievement of its business objectives and strategies. assurance against fraud, material misstatement or loss,
03
and this is achieved through a combination of preventive,
04
Since 2020, the Board has chosen for Maxis to Always Be detective and corrective measures.
Ahead in having employees to go far beyond the ordinary 05
by always putting Customers First, striving for What's RISK MANAGEMENT 06
Possible and embracing the fact that We Are Maxis. To align
with this vision, we have refreshed our company culture The Board has made risk management an integral
with MaxisWay 2.0 and our business strategy to achieve part of the Group’s business strategy formulation and
organisational excellence, and that includes the Group’s implementation and has oversight over this critical area
system of risk management and internal controls. Our through the Audit and Risk Committee. The Audit and
employees continue to live up and embody our Maxis Values. Risk Committee, supported by the internal audit function,
provides an independent assurance on the effectiveness
The Group’s risk management framework and internal of the Maxis Enterprise Risk Management (ERM)
control procedures, in all material aspects, are consistent framework and reports to the Board periodically.
with the guidance provided to Directors as set out in the
“Statement on Risk Management and Internal Control: The Maxis ERM framework is broadly based on the ERM
Guidelines for Directors of Listed Issuers”. framework of the Committee of Sponsoring Organisations
of the Treadway Commission (COSO) and ISO 31000. The
BOARD RESPONSIBILITY Maxis ERM framework involves systematically identifying,
analysing, measuring, responding, monitoring and
The Board of Maxis, in discharging its responsibilities, is reporting on risks that may affect the achievement of its
fully committed to articulating, implementing and reviewing business objectives. In addition, close monitoring and
a sound risk management and internal control environment. control processes, including the use of appropriate key
The Board is responsible for determining the Group’s risk risk and key performance indicators, are implemented to
appetite and risk tolerance level within which the Board ensure the risk levels are managed within policy limits.
expects Management to operate. In 2021, the Board revised This framework helps Maxis to respond adequately
the Maxis Group’s risk appetite statements as below to to uncertainties surrounding the Group’s internal and
reflect our risk attitude towards our growth ambitions: external environment, allowing Maxis to maximise
opportunities and minimise adverse impacts that may
• The Group is committed in value creation to our arise. For major risks to which the Group is exposed, refer
stakeholders, achieved by bringing together the best to the Business Model section on pages 44 to 50 and 56.
people, technology/innovation and services to our
customers and at the same time sustaining profitable
growth, maintaining market leadership position and
meeting its dividend payout policy;
IMPACT
ALIGNMENT
CRITICAL
MAJOR
Objective
MODERATE
MINOR
01 Control Risk
02
03 INSIGNIFICANT
Respond
In driving a proactive risk management culture, the Board
Monitor and Report and Management ensure regular risk awareness and
discussion sessions are held for the Group’s employees so
they have a good understanding of risk management and
are able to apply the relevant principles.
There is an ERM function that administers the ERM
Framework implementation to ensure risks that may
The ERM team also collaborates with the Group’s
affect the achievement of Maxis’ business objectives are
operational managers to continuously strengthen
identified, evaluated and managed. A structured process
the Group’s risk management initiatives, carry out
has been established where ERM discussions are held on
risk management workshops and create awareness
a regular basis between units within departments/sections
programmes to enable an effective response to the
to identify potential risks that might deter the department/
constantly changing business environment, thus
section from achieving its current and new business
protecting and enhancing shareholder value.
objectives, both short and long term. In addition, the ERM
team participates in strategic and operational discussions
During the financial year, the ERM function has continued
regularly. Changes to risk information and newly identified
its transformation agenda to further improve the Group’s
risks are then reported, reviewed and discussed with
ERM maturity level through multiple key initiatives. The
the Maxis Management Team (MMT) collectively and
first is the development of a comprehensive Cybersecurity
with the Audit and Risk Committee on a quarterly basis
Risk Framework which aims to achieve a complete risk
to ensure significant risks are identified, analysed and
assessment on various cybersecurity domains and business
monitored while the risk response plan is coordinated and
scenarios. The ERM function has also enhanced the Group
implemented in a timely manner.
Risk Appetite Framework including the Credit Risk Appetite
Framework which was approved by the Board. These
All identified risks are displayed on a five-by-five risk
changes are important to ensure continuous alignment
matrix based on their risk ranking to assist Management
between the Group’s risk-based decision and the changes
to prioritise their efforts and appropriately manage the
to the business environment as well as the risk landscape.
different levels of risk.
Another key initiative is a full-scale bribery and corruption
risk assessment across the Group covering all departments
and key processes. The ERM team collaborates with the
Compliance Officer in such risk assessment to reinforce the
Maxis Anti Bribery Corruption (MABC) System in complying
with the Malaysian Anti-Corruption Commission Act 2009
(MACC Act).
Embedding Trust
CONTROL ENVIRONMENT AND STRUCTURE reports from both internal and external auditors
and the Group’s process for monitoring ethics
The Board and Management have established numerous and whistleblowing, compliance with laws and
processes and introduced tools for identifying, evaluating regulations, and its own code of business practice,
and managing significant risks faced by the Group. These as well as other matters which may be specifically
include testing of the effectiveness and efficiency of the delegated to the ARC by the Board from time to time.
internal control procedures and updating the system of
internal controls when there are changes to the business The ARC also reviews the sufficiency, adequacy
environment or regulatory guidelines. These processes and comprehensiveness of the MABC system in line
have been in place for the financial year ended 31 with the need to mitigate bribery and corruption
December 2021 and up to the date of approval of this risks. Compliance Officer as Head of Integrity and
Statement on Risk Management and Internal Control for Governance Unit (IGU) continues to update the ARC
inclusion in the Integrated Annual Report. on the implementation of Maxis Integrity Compliance
Framework (MICF) and the overall effectiveness of
The key elements of the Group’s control environment include: the MABC system and advise the Board on issues of 01
compliance with applicable laws, regulations, rules,
02
1. Organisation Structure directives and guidelines. The ARC also reviews the
03
The business of the Group is overseen by the Board, independence and determines the authority and
04
which provides direction and oversight to the Group area of responsibility of the IGU which is further
and CEO, who is supported by Management. The described in the following section on Integrity and 05
Board is supported by a number of established Compliance, Anti-Bribery and Corruption. 06
committees, namely the Audit and Risk, Nomination,
Remuneration, Business & IT Transformation, Throughout the financial year, ARC members are
Government and Regulatory Affairs, Share Issuance briefed on corporate governance practices, updates
and ad hoc operational and governance committees to legal and regulatory requirements as well as key
that are formed from time to time, all of which matters affecting the financial statements of the
facilitate the Board in the discharge of its duties. Group.
Each Committee has clearly defined terms of
reference and responsibilities, and reports back The ARC also reviews and reports to the Board
to the Board on its activities to keep the Board on the independence of the external auditors
updated and to assist in decision-making where and their audit plan, nature, approach, scope and
relevant (please refer to the Statement of Corporate other examinations of external audit matters. It
Governance for further details). also reviews the effectiveness of the internal audit
function which is further described in the following
Responsibility for implementing the Group’s section on internal audit.
strategies, operations and day-to-day businesses,
including implementing the system of risk The ARC continues to meet regularly and has full
management and internal control, is delegated and unimpeded access to the internal and external
to the CEO. The organisation structure sets out a auditors and all employees of the Group. The
clear segregation of roles and responsibilities, lines Chairman of the ARC provides the Board with reports
of accountability and limits of authority to ensure on all meetings held. Further details of the activities
effective and independent stewardship. undertaken by the ARC are set out in the ARC Report
on pages 124 to 128.
2. Audit and Risk Committee (ARC)
The ARC consists of five non-executive members 3. Internal Assurance
of the Board, majority of whom are Independent The internal audit function (internally known as
Directors. Its members bring with them knowledge, the Internal Assurance Division) continues to
expertise and experience from different industries independently, objectively and regularly review key
and backgrounds such as telecommunications processes, evaluate the adequacy and effectiveness
and media, engineering, auditing, finance and of internal control, risk management and governance
treasury, human resources, regulatory and general processes established by Management and/or the
management. The ARC reviews the Group’s Board within the Group. It is also responsible to
financial reporting process, the system of internal investigate all real and/or suspected bribery and
controls, the implementation and management of corruption incidents or MABC non-compliance that is
ERM framework and practices, the process and received or detected internally or externally.
The Internal Assurance division highlights significant The CoBP, on the other hand, encompasses
findings and corrective measures in respect of compliance and governance of its embedded
effectiveness of risk management, control and policies surrounding business practices such as
governance processes to members of the MMT MABC, data privacy and protection, insider trading
and ARC on a timely basis. Its work practices are etc. Together, the CoC, CoBP and our MaxisWay 2.0
governed by the Internal Assurance Charter, which culture values, provide an overview of the legal and
is subject to revision on an annual basis. The annual ethical standards we are each expected to follow
audit plan, established on a risk-based approach, and live, every day.
is reviewed and approved by the ARC annually
and an update is given to the ARC every quarter. All Directors, employees and third-party employees,
The internal audit function has also implemented contractors, consultants and/or personnel positioned
technology-driven automated checks over a in Maxis’ premises and acting on Maxis’ behalf are
number of selected internal control areas on top of required to declare their compliance with the CoBP
the annually planned engagements, which allows upon joining the Group. Communications on the
01 ARC and Management to have broader assurance CoC and CoBP are sent out to them throughout the
visibility on a continuous basis. The ARC oversees year to ensure they understand what is expected of
02
the internal audit function, its independence, scope them. In addition, all Directors, employees and third-
03
of work and resources. The internal audit function party employees, contractors, consultants and/or
04
also maintains quality assurance and improvement personnel positioned in Maxis’ premises and acting
05 programme and continuously monitors its overall on Maxis’ behalf are required to complete an annual
06 effectiveness through internal self-assessments and mandatory assessment and acknowledgement of the
external quality assurance review. CoC, CoBP and renew their Integrity Pledge.
The internal audit function follows the requirements External parties, including suppliers, who conduct
of the latest International Standards for the business with the Group have to formally declare
Professional Practices of Internal Auditing of the that they have read and will adhere to the CoBP
Institute of Internal Auditors Inc. Further details of for Third Parties upon beginning of work with the
the function and its activities are set out in the ARC Group. In addition, a Vendor Integrity Programme
Report on pages 124 to 128. is regularly conducted to raise the bribery and
corruption awareness of these external parties.
4. Code of Conduct and Code of Business Practice
The Group is committed to conducting business Maxis is committed to respect the privacy and
professionally, ethically and with the highest safeguard the confidential data of our customers, as
standard of integrity and in full compliance with all we are governed by the Personal Data Protection Act
laws and regulations. The Maxis Code of Conduct 2010. We have a responsibility to protect any Maxis
(CoC) and Code of Business Practice (CoBP) stipulate property and assets that are under our control. We
how Directors and employees as well as external also emphasise the importance of adhering to our
parties such as third-party employees, contractors, information security related policies that govern the
consultants and/or personnel positioned in Maxis’ networks, systems and the information it holds as
premises and acting on Maxis’ behalf, including all part of the foundations of our business. Protection of
parties or entities doing business with Maxis, should these entities and confidential information, whether
conduct themselves in all business matters. belonging to Maxis or to others who have entrusted
such information to us, is essential to our reputation
The CoC sets out practices and behaviors for all and our business.
Maxis employees to emulate. Maxis is grounded
in our commitment to lawful and ethical conduct Maxis upholds ethical procurement practices with its
which is reflected in our ‘I am MaxisWay 2.0’ cultural suppliers at all times, providing a level “playing field”
values. Being Maxis, we restlessly look at ‘What’s which is guided by suppliers’ compliance to technical
Possible’ by putting our ‘Customer First’ mindset in and commercial requirements forming the basis of
driving success. The CoC also helps to build trust, evaluation and selection of suppliers. This includes
commitment and empowers Maxis to make more our commitment to open and transparent competition
effective decisions with greater confidence. based on suppliers’ capability and experience and
not just on size and maturity, to help new businesses
flourish and ensure that our suppliers meet minimum
standards of social responsibility.
Embedding Trust
To ensure the CoC and CoBP is adhered to, the Chief given Maxis’ strong corporate orientation and the
Human Resource Officer together with Compliance growing expectations of stakeholders for good
Officer and Compliance personnel provide policy corporate citizenship.
guidance by looking at ways to continuously enhance
the Group’s standards of business conduct and ethics, Maxis has a zero-tolerance policy against bribery and
and benchmark these against best practices. Our corruption, a reflection of our strong commitment
Ethics Hotline also serves as a safe and effective to high ethical standards and compliance to anti-
channel for employees or parties dealing with Maxis corruption laws. Maxis continues to effectively
to report any incidence or occurrence which is not in implement the MABC system which sets out the
accordance with the CoC and CoBP. expected behaviour and ethical conduct of all
Directors, employees and third parties who represent
For more details on the Ethics Hotlines please refer
to Corporate Governance Statement on page 108. or act for or on behalf of Maxis. The MABC system,
amongst others, explicitly prohibits the giving and
5. Integrity and Compliance, Anti-Bribery and Corruption acceptance of bribes by Maxis employees, money
There is an IGU function that is headed by an laundering, sponsorship and donations activities 01
independent Compliance Officer who oversees the including the giving and receiving of facilitation
02
implementation of the MABC system. payments in all its business dealings.
03
04
The Compliance Officer is tasked to oversee the Since its launch in May 2020, Maxis has communicated
acculturation, institutionalisation and implementation the MABC System to all employees and third parties 05
of integrity within the Maxis Group and to ensure through a series of training programmes, including 06
that continuous training, education and awareness the onboarding programme for new employees and
programmes are in place. The IGU strengthens and is Vendor Integrity Programmes (VIP) for third parties.
responsible for the implementation, monitoring and For the current financial year, 100% Directors and
evaluation of the governance, and anti-corruption Maxis employees and more than 400 companies have
controls of the MABC system. undergone MABC system related online training and
webinars.
In developing and implementing Group wide policies,
Maxis refers to and complies with all applicable laws In supporting the general policy statements in the
and regulations including the requirements of the MABC System, the ARC approved the development
MACC Act. In addition, we regularly benchmark our and implementation of MICF to instill and ensure
policies and procedures against prevailing international compliance to all elements related to the propagation
standards as we believe it is essential for Maxis to of integrity and business ethics within the business
adopt industry best practices in corporate governance activities of Maxis.
MAXIS 2.0
MABC FRAMEWORK
Policy and Procedure System, Process and Technology People and Culture
· Anti-Corruption Guideline for · Internal Control Mechanism on · Creating Zero Tolerance Culture
Internal and External Parties Anti-Corruption and AML/CFT - Corporate Values
- Code of Business Practice Policy/Guidelines - Compliance Champion
- MABC - Consequence Management - Communication
- AML/CFT - Risk Management - Training
- No Gift - Performance Management - Integrity Pledge/Declaration
- General Claim - Finance Control
- Sponsorship and Endorsement - Monitoring and Reporting
- Whistleblowing - eKYC
- Fraud Detection
- Due Diligence
- Risk Screening
Embedding Trust
12. Limits of Authority standards required by MCMC such as compliance
A Limits of Authority (LOA) manual sets out the to the ISO 27001 (Information Security Management
authorisation limits for various levels of Maxis’ System), Personal Data Protection Act 2010 (PDPA)
Management and staff as well as matters requiring and e-Money standards required by Bank Negara
Board approval to ensure accountability, segregation Malaysia.
of duties and control over the Group’s financial
commitments. The LOA manual is reviewed and The Cybersecurity Management department
updated periodically to align with business, maintains a robust cybersecurity posture and
operational and structural changes. implements data protection controls for all
applications, systems, networks, services and
13. Policies and Procedures internet of things while the ERM department and
There is extensive documentation of policies, the Data Privacy unit ensure that the privacy of
procedures, guidelines and service level agreements customers’ data is maintained. The following details
on the Group’s intranet site including those relating out the roles and responsibilities of each team as
to finance, contract management, marketing, per the Group’s umbrella Data Privacy & Protection 01
procurement, human resources, information systems, Policy and Cybersecurity Policy.
02
network operations, legal, system and information
03
security controls. Continuous control enhancements 15.1 Cybersecurity and Data Protection
04
are made to cater for business environment changes The Cybersecurity Management department
and to align with Maxis’ new and growth-driven (CM), together with its various functions including 05
business strategy. Cybersecurity Governance, Risk and Compliance, 06
Cybersecurity Architecture, Cyber-Defense and
14. Financial and Operational Information Cybersecurity Operations are accountable for
Budgets are prepared by the operating units and the monitoring, detecting and mitigating both
presented to the Board before the commencement internal and external cybersecurity threats to
of a new financial year. Upon approval of the budget, the Group. The team is also accountable for the
the Group’s performance is tracked and measured implementation and monitoring of data protection
against the budget on a monthly basis. Reporting controls for the Group.
systems which highlight significant variances
against budget are in place to track and monitor Their responsibilities include:
performance. The variances in financial as well as
operational performance indices are incorporated in • reviewing and managing cybersecurity
monthly management reports. On a quarterly basis, and data protection threats and
actual results and a rolling forecast are reviewed by vulnerabilities;
the Board to enable the Directors to evaluate the • implementing and monitoring
Group’s performance compared to the budget and cybersecurity and data protection
prior periods. controls;
• maintaining compliance to relevant regulatory
In addition, a 5-year Long Range Plan (LRP) is and industry security standards such as the
prepared and updated on an annual basis to identify Information Security Management System
financial challenges and opportunities in the near (MS/ISO27001:2013), Payment Card Industry
future. The LRP aims to stimulate long-term and Data Security Standard (PCI-DSS), PDPA and
strategic thinking among the operating units and e-Money Guidelines;
thereby devising strategies to deliver long term • auditing and reviewing effectiveness of
financial sustainability. The LRP which provides cybersecurity and data protection controls
internal consensus on Maxis’ long-term financial by conducting vulnerability assessments,
direction is presented to the Board for approval on penetration tests, compliance reviews;
an annual basis. • operating a 24x7 Cybersecurity Operations
Centre to identify, detect, prevent and
15. Cybersecurity, Data Protection and Data Privacy respond to cybersecurity threats;
The Cybersecurity Management, ERM and Data • conducting cybersecurity and data
Privacy teams form part of the Maxis Central protection awareness programmes; and
Governance Committee overseeing cybersecurity, • providing regular reports on the cybersecurity
data protection and data privacy for the Group. Maxis and data protection to MMT and ARC.
maintains compliance to all mandatory cybersecurity
During the financial year, the team continued • reviewing, assessing and providing
to work on the focused cybersecurity relevant data privacy advice to relevant
enhancement programme with an emphasis on internal stakeholders;
protecting customer data and sensitive business • creating a culture of data privacy &
information with the rollout of upgraded protection in the design of products,
database firewalls, data leakage prevention services and processes in Maxis as part
tools and information protection capabilities of Maxis’ drive to build and uphold its
within Microsoft Office 365. Additional data lifelong customer trust commitment; and
protection policies were also implemented • providing regular reporting on the data
for critical business functions and systems. privacy & protection status via ERM to
Third party risk management processes were MMT and ARC.
enhanced to ensure that our business partners
maintain cybersecurity and data protection MONITORING AND REVIEW
standards on-par with Maxis and the industry.
01 Incident response and business continuity Processes that monitor and review the effectiveness of the
processes were also tested through both table- system of risk management and internal controls include:
02
top exercises and organisation wide simulation
03
with relevant scenarios such as ransomware 1. Management representations made to the Board
04
attacks and data breaches. by the CEO and Chief Financial & Strategy Officer
05 (CFSO), based on representations made to them by
06 As a result of the increasing adoption of Management on the adequacy and effectiveness of
cloud systems and continued remote working the Group’s risk management and internal control
arrangements for both employees and business system in their respective areas. Any material
partners, several initiatives were undertaken exceptions identified are highlighted to the Board.
to ensure adequate security governance and
controls were in place. Cloud cybersecurity 2. Internal Assurance function, in its quarterly report to
posture management solutions were upgraded the ARC and members of MMT, continues to highlight
to ensure that all Maxis cloud accounts significant issues and exceptions identified during
and digital assets maintain a strict level of the course of compliance reviews of processes and
compliance to cybersecurity standards. Cloud controls and together with IGU, report to ARC on a
PaaS and SaaS service reviews and audits quarterly basis on any bribery and corruption related
were undertaken to ensure best practice incidents and MABC non-compliance.
security configurations were enabled and VPN
solutions were migrated to the cloud to ensure 3. Fraud Working Group (FWG), comprising
that employees and business partners had the representatives from business units, Revenue
latest security protection to support remote Assurance and SFM, Legal, People and Organisation
working wherever they may be located. (P&O) and Internal Assurance departments. FWG
establishes and monitors fraud related policies and
15.2 Data Privacy regularly reviews and agrees on actions to be taken
The Data Privacy unit is responsible for on identified instances of fraud.
overseeing the Group’s data privacy strategy
and implementation and ensures that 4. The Defalcation Committee (including Special
the Group comply with applicable PDPA Defalcation Committee which deals with matters
requirements. Their responsibilities include: where senior management is involved) meets regularly
to deal with matters pertaining to fraud and unethical
• training Maxis employees and relevant practices including bribery and corruption related
third parties on PDPA compliance incidents and MABC non-compliance. All issues
requirements; arising from work carried out by the investigation team
• conducting regular divisional attestations within the Internal Assurance division and matters
and risk assessment to ensure reviewed by FWG are channelled to this committee
compliance to PDPA and all of Maxis for deliberation. Based on the findings, the committee
Data Privacy and Protection policies, decides on appropriate actions to be taken. The
procedures and guidelines; committee also reviews and monitors the status of the
• serving as the point of contact between actions taken on a regular basis.
Maxis and the supervisory authority,
Personal Data Protection Commission;
136 Maxis Berhad
Statement on Risk Management and Internal Control
Embedding Trust
5. Maxis Integrity and Compliance Awareness 9. ERM department reports to the Board on a quarterly
Committee, comprising the Compliance Officer and basis through the ARC on the risk profile of the Group
representatives from Legal and P&O meets on a and the progress of action plans to manage and
periodic basis to co-ordinate and monitor programmes respond to the risks.
planned and developed under the MICF and ensures
that they are implemented in an effective, integrated Management has taken the necessary actions to
and structured manner. On a quarterly basis or as remediate weaknesses identified for the period under
and when requested, the Compliance Officer reports review. The Board and Management will continue
on the activities, deliverables and implementation of to monitor the effectiveness and take measures to
MICF to the ARC. strengthen the risk management and internal control
environment.
6. Cybersecurity and data protection within Maxis is
governed by relevant members of MMT who meet on CONCLUSION
a monthly basis to direct, review, approve and monitor
corporate cybersecurity and data protection policies For the financial year under review and up to the date 01
or standards, incidents and projects undertaken of issuance of the financial statements, the Board is
02
by the Group. CM reports monthly to the CEO and satisfied with the adequacy and effectiveness of the
03
quarterly to the ARC on the Group’s cybersecurity Group’s system of risk management and internal control
04
and data protection status. The effectiveness of the to safeguard the interest of shareholders. No material
cybersecurity programme is assessed by independent losses, contingencies or uncertainties have arisen from 05
third parties (penetration testing and cybersecurity any inadequacy or failure of the Group’s system of internal 06
certification) as well as both the external and internal control that would require separate disclosure in the
auditors as part of their annual reviews. Group’s Integrated Annual Report. The CEO and CFSO
have provided assurance to the Board that the Group’s
7. The Central Governance Committee, comprising of risk management and internal control system, in all
Data Privacy, Cybersecurity and Data Protection teams material aspects, is operating adequately and effectively.
oversee the data privacy and data protection strategy,
processes, governance and compliance for the Group, REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS
including annual review of Data Privacy & Protection
policy, relevant divisional compliance attestations, As required by paragraph 15.23 of the Bursa Malaysia
process improvements or gaps remediations. Data Securities Berhad Main Market Listing Requirement, the
Privacy team regularly reports on the data privacy & external auditors have reviewed this Statement on Risk
protection status via ERM to MMT and ARC. Management and Internal Control. Their limited assurance
review was performed in accordance with Audit and
8. Incident Management Committee, comprising Assurance Practice Guide 3 (AAPG 3): Guidance for
representatives from Cybersecurity Management, Auditors on Engagements to Report on the Statement
Legal, P&O, Data Privacy and impacted departments on Risk Management and Internal Control included in
reviews security incidents. The committee is the Integrated Annual Report, issued by the Malaysian
responsible to assess the data breach, recommend Institute of Accountants. AAPG 3 does not require the
appropriate course of action, co-ordinate and execute external auditors to form an opinion on the adequacy and
the communication plan with internal and external effectiveness of the risk management and internal control
parties including regulatory bodies and media and systems of the Group.
assist in execution of approved course of action.
The Directors are required by the Companies Act 2016 to prepare financial statements for each financial year which have
been made out in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and
the requirements of the Companies Act 2016 so as to give a true and fair view of the financial position of the Group and of the
Company as of 31 December 2021 and of their financial performance and cash flows for the financial year then ended.
• Selected and applied the appropriate and relevant accounting policies on a consistent basis;
• Made judgments and accounting estimates that are reasonable in the circumstances; and
The Directors are responsible to ensure that the Group and the Company keep accounting records which disclose with
01 reasonable accuracy the financial position of the Group and the Company.
02
The Directors also have the overall responsibilities to take such steps to safeguard the assets of the Group and for the
03
establishment, designation, implementation and maintenance of appropriate accounting and internal control systems for
04
the prevention and detection of fraud and other irregularities relevant to the preparation and fair presentation of financial
05 statements that are free from material misstatement, whether due to fraud or error.
06
Incorporated on pages 145 to 240 of this Integrated Annual Report are the financial statements of the Group and the
Company for the financial year ended 31 December 2021.
Financial Statements
The Directors hereby submit their Report to the members together with the audited financial statements of the Group and
of the Company for the financial year ended 31 December 2021.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding, whilst the principal activities of the Group, comprising the
Company and its subsidiaries, are to offer a full suite of converged telecommunications, digital and related services and
solutions, and corporate support and services functions for the Group. Details of the principal activities of the subsidiaries
are shown in Note 18(a) to the financial statements.
There have been no significant changes in the nature of the principal activities of the Group and the Company during the
financial year.
FINANCIAL RESULTS 01
02
Group Company 03
RM’million RM’million
04
DIVIDENDS
The single-tier tax-exempt dividends paid by the Company since the end of the previous financial year were as follows:
RM’million
Subsequent to the financial year, on 24 February 2022, the Directors declared a fourth and special interim single-tier tax-
exempt dividend of 4.0 sen and 1.0 sen respectively per ordinary share in respect of the financial year ended 31 December
2021 which will be paid on 31 March 2022. The financial statements for the financial year ended 31 December 2021 do not
reflect these dividends. Upon declaration, the cash dividend payment will be accounted for in equity as an appropriation
of retained earnings during the financial year ending 31 December 2022.
The Directors do not recommend the payment of any final dividend in respect of the financial year ended 31 December
2021.
All material transfers to or from reserves and provisions during the financial year have been disclosed in the financial
statements.
SHARE CAPITAL
During the financial year, the issued share capital of the Company was increased from 7,823,037,410 ordinary shares
to 7,826,271,010 ordinary shares by the issuance of 3,233,600 new ordinary shares under the Company’s Long Term
Incentive Plan (“LTIP”).
These new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary
shares of the Company.
The Company’s LTIP is governed by the By-Laws which were approved by the shareholders on 28 April 2015 and is
administered by the Remuneration Committee which is appointed by the Board of Directors of the Company, in accordance
01 with the By-Laws. The Remuneration Committee may from time to time, offer LTIP to eligible employees (including executive
02 director) of the Group and includes any person who is proposed to be employed as an employee (including executive
director) of the Group.
03
04
The maximum number of new shares which may be made available under the LTIP and/or allotted and issued upon vesting
05 of the new shares under the LTIP shall not, when aggregated with the total number of new shares allotted and issued under
06 Employee Share Option Scheme (“ESOS”), exceed 250,000,000 shares at any point of time during the duration of the LTIP.
The ESOS had expired in 2019.
The LTIP comprises a Performance Share Grant (“PS Grant”) and a Restricted Share Grant (“RS Grant”) which shall be in
force for a period of 10 years commencing from 31 July 2015, the effective date of the implementation of the LTIP.
Details of the LTIP are disclosed in Note 30(a) to the financial statements.
During the financial year, 10,500,500 PS Grant under the LTIP were granted to the eligible employees of the Group. Subject
to the terms and conditions of the By-Laws governing the LTIP, the employees shall be entitled to receive new ordinary
shares in the Company, to be allotted and issued pursuant to the LTIP (“new shares”), upon meeting the vesting conditions
as set out in the letter of offer for the new shares. The vesting conditions comprise, amongst others, the performance
targets and/or conditions for the period commencing from 1 January 2021 and ending on 31 December 2023, as stipulated
by the Remuneration Committee. The vesting date is on 30 June 2024, subject to meeting such performance targets.
Quantity
’million
The Directors have not been granted any shares since LTIP implementation.
Financial Statements
DIRECTORS
The Directors in office since the beginning of the financial year to the date of the Report are:
Non-Executive Directors
Pursuant to Section 253 of the Companies Act 2016, the list of Directors of the subsidiaries (excluding Directors who are 05
also Directors of the Company) in office since the beginning of the financial year to the date of the Report is as follows: 06
Gokhan Ogut
Norman Wayne Treeby
Susan Yuen Su Min (appointed on 15 September 2021)
Ong Soo Chan (appointed on 15 September 2021)
Su Puay Leng
Siow Shy Teng (appointed on 23 August 2021)
During and at the end of the financial year, no arrangements subsisted to which the Company or any of its subsidiaries are
a party, being arrangements with the object or objects of enabling Directors of the Company to acquire benefits by means
of the acquisition of shares in, or debentures of, the Company or any other body corporate.
Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than
remuneration received or due and receivable by the Directors as shown in Note 8 to the financial statements) by reason of
a contract made by the Company or a related corporation with the Director or with a firm of which he/she is a member, or
with a company in which he/she has a substantial financial interest.
DIRECTORS’ INTERESTS
According to the Register of Directors’ Shareholdings required to be kept under Section 59 of the Companies Act 2016,
particulars of interests of the Directors who held office at the end of the financial year in shares in the Company are as
follows:
Direct Interest
Tan Sri Mokhzani bin Mahathir 750,000 - - 750,000
Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda 750,000 - - 750,000
Indirect Interest
01 Tan Sri Mokhzani bin Mahathir 1,000(1) - - 1,000(1)
02
03 Note:
04 (1)
Deemed interest in 1,000 shares in the Company held by spouse pursuant to Section 59(11)(c) of the Companies Act
05 2016.
06
Other than those disclosed above, according to the Register of Directors’ Shareholdings, none of the Directors in office at
the end of the financial year held any interest in shares in the Company and its related corporations during the financial
year.
The Directors of the Group and of the Company were insured against certain liabilities under a Directors’ and Officers’
liability insurance policy maintained as a group basis under Binariang GSM Sdn. Bhd. (“BGSM”), the ultimate holding
company, for up to a maximum of RM210 million for any one claim and in aggregate. During the financial year, the Group
and the Company paid an aggregate of RM0.6 million and RM0.1 million respectively based on the apportioned premium
in respect of such policy.
The Directors of the Company regard BGSM Equity Holdings Sdn. Bhd. as the immediate holding company, BGSM
Management Sdn. Bhd. as the penultimate holding company and BGSM as the ultimate holding company. All these
companies are incorporated and domiciled in Malaysia.
Financial Statements
STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS
Before the statements of profit or loss, statements of comprehensive income and statements of financial position of the
Group and of the Company were made out, the Directors took reasonable steps:
(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance
for impairment and satisfied themselves that all known bad debts had been written off and that adequate allowance
had been made for impairment; and
(b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business,
their values as shown in the accounting records of the Group and of the Company, had been written down to an
amount which they might be expected so to realise.
At the date of this Report, the Directors are not aware of any circumstances:
01
(a) which would render the amounts written off for bad debts or the amount of the allowance for impairment in the 02
financial statements of the Group and of the Company inadequate to any substantial extent; or
03
04
(b) which would render the values attributed to current assets in the financial statements of the Group and of the
05
Company misleading; or
06
(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and
of the Company, misleading or inappropriate.
No contingent or other liability has become enforceable or is likely to become enforceable within the period of 12 months
after the end of the financial year which, in the opinion of the Directors, will or may affect the ability of the Group or of the
Company to meet their obligations when they fall due.
(a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which
secures the liability of any other person; or
(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.
At the date of this Report, the Directors are not aware of any circumstances not otherwise dealt with in this Report or the
financial statements of the Group and of the Company which would render any amount stated in the financial statements
misleading.
(a) the results of the Group’s and of the Company’s operations during the financial year were not substantially affected
by any item, transaction or event of a material and unusual nature, other than as disclosed in Note 16, 35 and 37 to
the financial statements; and
(b) there has not arisen in the interval between the end of the financial year and the date of this Report any item,
transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the
Group or of the Company for the financial year in which this Report is made, other than as disclosed in Note 38 to the
financial statements.
SUBSIDIARIES
Details of subsidiaries are set out in Note 18(a) to the financial statements.
AUDITORS
Details of auditors’ remuneration are set out in Note 11 to the financial statements.
The auditors, PricewaterhouseCoopers PLT (LLP0014401–LCA & AF 1146), have expressed their willingness to continue in
office.
Signed on behalf of the Board of Directors in accordance with their resolution dated 24 February 2022.
01
02
03
04
05
06
TAN SRI MOKHZANI BIN MAHATHIR ALVIN MICHAEL HEW THAI KHEAM
DIRECTOR DIRECTOR
Kuala Lumpur
Financial Statements
Group Company
2021 2020 2021 2020
Note RM’million RM’million RM’million RM’million
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Integrated Annual Report 2021 145
Statements of Comprehensive Income
for the Financial Year Ended 31 December 2021
Financial Statements
Group Company
2021 2020 2021 2020
Note RM’million RM’million RM’million RM’million
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
146 Maxis Berhad
Statements of Financial Position
as at 31 December 2021
Financial Statements
Group Company
31.12.2021 31.12.2020 1.1.2020 31.12.2021 31.12.2020
RM’million RM’million RM’million RM’million RM’million
Note (Restated) (Restated)
ASSETS
NON-CURRENT ASSETS
Inventories 24 5 3 3 - -
Receivables, deposits and prepayments 21 1,807 2,073 2,390 5 5
Amounts due from related parties 25 * 11 10 - -
Loans due from a subsidiary 18 - - - 308 227
Derivative financial instruments 22 * - * - -
Tax recoverable * * 1 - -
Deposits, cash and bank balances 26 1,191 735 582 32 20
TOTAL CURRENT ASSETS 3,003 2,822 2,986 345 252
TOTAL ASSETS 22,443 21,932 22,323 25,484 25,374
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Integrated Annual Report 2021 147
Statements of Financial Position
as at 31 December 2021
Financial Statements
Group Company
31.12.2021 31.12.2020 1.1.2020 31.12.2021 31.12.2020
RM’million RM’million RM’million RM’million RM’million
Note (Restated) (Restated)
EQUITY
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
148 Maxis Berhad
Statements of Changes in Equity
for the Financial Year Ended 31 December 2021
Financial Statements
<---------------------------Attributable to equity holders of the Company--------------------------->
Issued and fully paid
ordinary shares
Reserve
arising
from
Merger reverse Other
Number Share relief acquisition reserves Retained Total
of shares capital (Note 31(a)) (Note 31(b)) (Note 31(c)) earnings equity
Group Note ’million RM’million RM’million RM’million RM’million RM’million RM’million
At 31 December 2020, as
previously reported 7,823 2,547 22,729 (22,729) 49 4,454 7,050
Opening balance
01
adjustments 35 - - - - - (335) (335)
02
Restated at 1 January 2021 7,823 2,547 22,729 (22,729) 49 4,119 6,715 03
Profit for the financial year - - - - - 1,308 1,308 04
Other comprehensive 05
income for the financial 06
year - - - - 12 - 12
Total comprehensive
income for the financial
year - - - - 12 1,308 1,320
Dividends provided for or
paid 14 - - - - - (1,330) (1,330)
LTIP and incentive
arrangement 31(c) 3 17 - - 3 - 20
Total transactions with
owners, recognised
directly in equity 3 17 - - 3 (1,330) (1,310)
At 31 December 2021 7,826 2,564 22,729 (22,729) 64 4,097 6,725
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Integrated Annual Report 2021 149
Statements of Changes in Equity
for the Financial Year Ended 31 December 2021
Financial Statements
At 1 January 2020, as
previously reported 7,820 2,532 22,729 (22,729) 67 4,402 7,001
Opening balance
01
adjustments 35 - - - - - (335) (335)
02
03 Restated at 1 January 2020 7,820 2,532 22,729 (22,729) 67 4,067 6,666
04 Profit for the financial year - - - - - 1,382 1,382
05 Other comprehensive
06 expense for the financial
year - - - - (11) - (11)
Total comprehensive
(expense)/income for the
financial year - - - - (11) 1,382 1,371
Dividends provided for or
paid 14 - - - - - (1,330) (1,330)
LTIP and incentive
arrangement 31(c) 3 15 - - (7) - 8
Total transactions with
owners, recognised
directly in equity 3 15 - - (7) (1,330) (1,322)
At 31 December 2020 7,823 2,547 22,729 (22,729) 49 4,119 6,715
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
150 Maxis Berhad
Statements of Changes in Equity
for the Financial Year Ended 31 December 2021
Financial Statements
Issued and fully paid
ordinary shares
Merger Other
Number Share relief reserves Retained Total
of shares capital (Note 31(a)) (Note 31(c)) earnings equity
Company Note ’million RM’million RM’million RM’million RM’million RM’million
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Integrated Annual Report 2021 151
Statements of Changes in Equity
for the Financial Year Ended 31 December 2021
Financial Statements
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
152 Maxis Berhad
Statements of Cash Flows
for the Financial Year Ended 31 December 2021
Financial Statements
Group Company
2021 2020 2021 2020
Note RM’million RM’million RM’million RM’million
Adjustments for:
Impairment of receivables and deposits (net) 32(b) 76 307 - -
(Reversal)/impairment of inventories
obsolescence (net) (*) * - -
Amortisation of:
01
- contract cost assets 21(e) 197 146 - -
02
- intangible assets 16 181 62 - -
03
Bad debts recovered (59) (39) - -
04
Dividend income 6 - - (1,412) (1,329)
05
Unrealised fair value (gain)/loss on forward
06
foreign exchange contracts (1) 1 - -
Unrealised loss/(gain) on foreign exchange 3 (6) - -
Depreciation of:
- property, plant and equipment 15 1,162 1,131 - -
- right-of-use assets 17 306 282 - -
Property, plant and equipment:
- losses on disposal 1 * - -
- net allowance for impairment 15 10 2 - -
- write-offs 15 21 29 - -
Termination of lease contracts (18) (3) - -
(Write-back of)/provision for (net):
- site rectification and decommissioning
works 27 (3) * - -
- staff incentive scheme 27 121 102 - -
Share-based payments 7 27 20 - -
Finance costs 10 473 489 * *
Finance income 10 (60) (84) (15) (13)
Tax expenses 12 454 470 3 3
4,199 4,291 (9) (9)
Payments for:
- site rectification and decommissioning
works 27 (1) (2) - -
- staff incentive scheme 27 (113) (105) - -
Operating cash flows before working capital
changes 4,085 4,184 (9) (9)
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Integrated Annual Report 2021 153
Statements of Cash Flows
for the Financial Year Ended 31 December 2021
Financial Statements
Group Company
2021 2020 2021 2020
Note RM’million RM’million RM’million RM’million
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
154 Maxis Berhad
Statements of Cash Flows
for the Financial Year Ended 31 December 2021
Financial Statements
Group Company
2021 2020 2021 2020
Note RM’million RM’million RM’million RM’million
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Integrated Annual Report 2021 155
Notes to the Financial Statements
31 December 2021
Financial Statements
1. GENERAL INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main
Market of Bursa Malaysia Securities Berhad.
The principal activity of the Company is investment holding, whilst the principal activities of the Group, comprising
the Company and its subsidiaries, are to offer a full suite of converged telecommunications, digital and related
services and solutions, and corporate support and services functions for the Group. Details of the principal activities
of the subsidiaries are shown in Note 18(a) to the financial statements.
There have been no significant changes in the nature of the principal activities of the Group and of the Company
during the financial year.
The Directors regard BGSM Equity Holdings Sdn. Bhd. as the immediate holding company, BGSM Management Sdn.
01 Bhd. as the penultimate holding company and Binariang GSM Sdn. Bhd. (“BGSM”) as the ultimate holding company.
02 All these companies are incorporated and domiciled in Malaysia.
03
The address of the registered office of business of the Company is as follows:
04
05 Level 21, Menara Maxis
06 Kuala Lumpur City Centre
Off Jalan Ampang
50088 Kuala Lumpur
2. BASIS OF PREPARATION
The financial statements of the Group and of the Company have been prepared in accordance with the Malaysian
Financial Reporting Standards (“MFRS”), International Financial Reporting Standards and the requirements of the
Companies Act 2016 in Malaysia. The financial statements have been prepared under the historical cost convention
except as disclosed in the summary of significant accounting policies in Note 3 to the financial statements.
The preparation of financial statements in conformity with MFRS requires the use of certain critical accounting
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses
during the reported financial year. It also requires the Directors to exercise their judgment in the process of applying
the Group’s and the Company’s accounting policies. Although these estimates and judgments are based on the
Directors’ best knowledge of current events and actions, actual results may differ.
The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are
significant to the financial statements are disclosed in Note 4 to the financial statements.
Financial Statements
2. BASIS OF PREPARATION (CONTINUED)
(a) Amendments to published standards that are effective and applicable to the Group and the Company
The Group and the Company have applied the following amendments to published standards for the financial
year beginning on 1 January 2021:
• Amendments to MFRS 9, MFRS 139, MFRS 7, MFRS 4 and MFRS 16 “Interest Rate Benchmark Reform -
Phase 2”
• Amendment to MFRS 16 “COVID-19 Related Rent Concessions beyond 30 June 2021”
The adoption of the above amendments to published standards did not have any significant effect on the
consolidated and separate financial statements of the Group and of the Company respectively upon their initial
application.
(b) Amendments to published standards that are applicable to the Group and the Company but not yet effective 01
02
The amendments below to published standards are effective for the financial year beginning after 1 January 03
2022. None of these are expected to have a significant effect on the consolidated and separate financial 04
statements of the Group and the Company respectively.
05
The following accounting policies have been applied consistently in dealing with items that are considered material
in relation to the financial statements.
(i) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power to direct the relevant activities of
the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases.
The Group applies the acquisition method to account for business combinations. The consideration
transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities
incurred to the former owners of the acquiree and the equity interests issued by the Group. The
consideration transferred includes the fair value of any asset or liability resulting from a contingent
consideration arrangement and fair value of any pre-existing equity interest in the subsidiary. Identifiable
assets acquired and liabilities and contingent liabilities assumed in a business combination are, with
limited exceptions, measured initially at their fair values at the acquisition date. The Group recognises
any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or
at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable
net assets.
If the business combination is achieved in stages, the carrying value of the acquirer’s previously held
equity interest in the acquiree is re-measured to fair value at the acquisition date and any gains or losses
arising from such re-measurement are recognised in the statement of profit or loss.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition
date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset
or liability is recognised in profit or loss. Contingent consideration that is classified as equity is not re-
measured, and its subsequent settlement is accounted for within equity.
01
02 Goodwill is initially measured as the excess of the aggregate of the consideration transferred, the
amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous
03
equity interest in the acquiree over the fair value of the identifiable net assets acquired. If the total of
04
consideration transferred, non-controlling interest recognised and previously held interest measured is
05 less than the fair value of the net assets of the subsidiary acquired, in the case of a bargain purchase, the
06 difference is recognised directly in the statement of profit or loss. See accounting policy Note 3(d)(iii) on
goodwill.
Inter-company transactions, balances and unrealised gains or losses on transactions between Group
companies are eliminated.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated
statement of profit or loss, statement of comprehensive income, statement of changes in equity and
statement of financial position respectively.
All earnings and losses of the subsidiary are attributed to the parent and the non-controlling interests, even
if the attribution of losses to the non-controlling interests results in a debit balance in the shareholders’
equity. Profit or loss attributable to non-controlling interests for prior years is not restated.
Transactions with non-controlling interests that do not result in loss of control are accounted for as
transactions with equity owners of the Group. A change in ownership interest results in an adjustment
between the carrying amounts of the controlling and non-controlling interests to reflect their relative
interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling
interests and any consideration paid or received is recognised in equity attributable to owners of the
Group.
Items included in the financial statements of each of the Group’s entities are measured using the currency
of the primary economic environment in which the entity operates (the “functional currency”). The
consolidated financial statements are presented in Ringgit Malaysia (“RM”), which is also the functional
and presentation currency of all entities in the Group.
Financial Statements
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Transactions in foreign currencies are translated to the respective functional currencies of the Group
entities using the exchange rates prevailing at the date of the transactions.
Monetary assets and liabilities in foreign currencies at the reporting date are translated into the functional
currency at exchange rates ruling at the date.
Exchange differences arising from the settlement of foreign currency transactions and the translation
of monetary assets and liabilities denominated in foreign currencies at year end are recognised in the
statement of profit or loss. However, exchange differences are deferred in other comprehensive income 01
when they arise from qualifying cash flow or net investment hedges or are attributable to items that form 02
part of the net investment in a foreign operation.
03
04
(c) Property, plant and equipment
05
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost 06
includes expenditure (including borrowing and staff costs) that is directly attributable to the acquisition of
property, plant and equipment and any cost that is directly attributable to bringing the asset to the location
and condition necessary for it to be capable of operating in the manner intended by management. The cost
of certain property, plant and equipment items include the costs of dismantling and removing the item and
restoring the sites on which these items are located. These costs are due to obligations incurred either when
the items were installed or as a consequence of having used these items during a particular period.
Certain telecommunications assets are stated at the amount of cash or cash equivalent that would have to be
paid if the same or an equivalent asset was acquired. Included in telecommunications equipment are purchased
software costs which are integral to such equipment.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other
repairs and maintenance are charged to the statement of profit or loss during the financial year in which they
are incurred.
All other property, plant and equipment are depreciated on the straight-line method to write-off the cost of each
category of assets to its residual value over its estimated useful life, summarised as follows:
Buildings 44 - 50 years
Telecommunications equipment 2 - 25 years
Motor vehicles 5 years
Office furniture, fittings and equipment 3 - 7 years
Capital work-in-progress and capital inventories comprise mainly telecommunications equipment, information
technology equipment and renovations. They are reclassified to the respective categories of property, plant
and equipment and depreciated when they are ready for their intended use.
Residual values and useful lives are reassessed and adjusted, if appropriate, at each reporting date to ensure
the amount and period of depreciation are consistent with the expected pattern of consumption of the future
economic benefits embodied in the items of property, plant and equipment.
Integrated Annual Report 2021 159
Notes to the Financial Statements
31 December 2021
Financial Statements
At each reporting date, the Group assesses whether there is any indication of impairment. Where an indication of
impairment exists, the carrying amount of the asset is assessed and written down immediately to its recoverable
amount. See accounting policy Note 3(g) on impairment of non-financial assets.
Gains and losses on disposals are determined by comparing proceeds with carrying amounts and are included
in the statement of profit or loss.
Leased assets (including leasehold land) are presented as “right-of-use assets” in a separate line item in the
statement of financial position.
The Group’s spectrum rights consist of rights to spectrum bands previously acquired as part of a business
combination and other spectrum rights.
As disclosed in Note 16, the Group revised the useful life of the spectrum rights previously assessed to
be indefinite, to a finite life based on the remaining Spectrum Assignment (“SA”) term of the respective
spectrum bands. Spectrum rights that are considered to have a finite life are amortised on a straight-
line basis over the period of expected benefit and assessed at each reporting date for any indication of
impairment. Costs to renew such spectrum rights upon the expiry of their SA periods are charged to the
statement of profit or loss during the SA periods.
The estimated useful lives of the spectrum rights of the Group are as follows:
The useful lives are reassessed and adjusted, if appropriate, at each reporting date.
Telecommunications licences comprise the rights that exist with the embedded approvals of the
Government to allow Maxis to operate as one of the few mobile operators in Malaysia together with
all the ancillary Network Facilities Provider (“NFP”), Network Service Provider (“NSP”) and Applications
Service Provider (“ASP”) licences. The telecommunications licences were acquired as part of a business
combination and are issued for a fixed period.
Telecommunications licences are considered to have an indefinite useful life if they can be renewed
indefinitely without significant costs in comparison to the expected future economic benefits that the
rights can generate for the Group. Therefore, the telecommunications licences are not amortised but
tested for impairment on an annual basis, and where an indication of impairment exists.
Financial Statements
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The indefinite useful life assumption applied to this acquired intangible assets is reassessed at each
reporting date. When the expectation differs from previous estimates, the change is accounted for as a
change in accounting estimate.
(iii) Goodwill
Goodwill arises from a business combination and represents the excess of the aggregation of the
consideration transferred for purchase of subsidiaries or businesses, the amount of any non-controlling
interest in the acquiree and the fair value of any previously held equity interest in the acquiree over the
fair value of the identifiable net assets acquired. 01
02
Goodwill is measured at cost less any accumulated impairment losses. Negative goodwill is recognised 03
immediately in the statement of profit or loss. 04
05
Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity
sold. 06
Goodwill is allocated to cash-generating units (“CGUs”) for the purpose of impairment testing. Goodwill is
not amortised but is tested annually for impairment or more frequently if events or changes in circumstances
indicate that it might be impaired. See accounting policy Note 3(g) on impairment of non-financial assets.
Each CGU or a group of CGUs represents the lowest level within the Group at which goodwill is monitored
for internal management purposes and which is expected to benefit from the synergies of the combination.
(iv) Software
Costs that are directly associated with identifiable and unique software products controlled by the Group
and that will probably generate economic benefits exceeding costs beyond one year, are recognised as
intangible assets.
Expenditure which enhances or extends the performance of computer software programmes beyond
their original specifications is recognised as a capital improvement and added to the original cost of
the software. Costs associated with maintaining computer software programmes are recognised as an
expense when incurred.
Directly attributable costs that are capitalised as part of the software product include the software
development employee costs and an appropriate portion of relevant overheads. Other development
expenditures that do not meet these criteria are recognised as an expense as incurred. Development
costs previously recognised as an expense are not recognised as an asset in a subsequent period.
Software recognised as assets are amortised using the straight line method over their estimated useful
economic lives of 3 – 8 years.
No amortisation is calculated on software development until the underlying software is completed and is
ready for its intended use.
Customer relationships acquired in a business combination are recognised at fair value at the acquisition
date. It has a finite useful life of 4 years and are amortised on a straight-line basis over the period of the
expected benefits and assessed at each reporting date whether any indication of impairment exists. See
accounting policy Note 3(g) on impairment of non-financial assets.
In the Company’s separate financial statements, investments in subsidiaries are stated at cost less accumulated
impairment losses plus the fair value of share grants over the Company’s equity instruments for employees
(including full-time executive directors) of the subsidiaries during the vesting period, deemed as capital
contribution. See accounting policy Note 3(t)(iii) on share-based compensation benefits. Where an indication
of impairment exists, the carrying amount of the investment is assessed and written down immediately to its
recoverable amount. See accounting policy Note 3(g) on impairment of non-financial assets.
A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial
01 liability or equity instrument of another enterprise.
02
A financial asset is any asset that is cash, a contractual right to receive cash or another financial asset from
03
another enterprise, a contractual right to exchange financial instruments with another enterprise under
04
conditions that are potentially favourable, or an equity instrument of another enterprise.
05
06 A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to
another enterprise, or to exchange financial instruments with another enterprise under conditions that are
potentially unfavourable.
Financial assets
(i) Classification
The Group and the Company classify their financial assets in the following measurement categories:
• those to be measured subsequently at fair value (either through other comprehensive income
(“OCI”) or through profit or loss); and
• those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the
contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded in profit or loss or OCI. For investments
in equity instruments that are not held for trading, this will depend on whether the Group and the Company
have made an irrevocable election at the time of initial recognition to account for the equity investment at
FVOCI.
The Group and the Company reclassify debt investments when and only when its business model for
managing those assets changes.
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the
Group and the Company commit to purchase or sell the asset. Financial assets are derecognised when
the rights to receive cash flows from the financial assets have expired or have been transferred and the
Group and the Company have transferred substantially all the risks and rewards of ownership.
Financial Statements
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(iii) Measurement
At initial recognition, the Group and the Company measure a financial asset at its fair value plus, in the
case of a financial asset not at fair value through profit or loss (“FVPL”), transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL
are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether
their cash flows are solely payment of principal and interest. 01
02
Debt instruments
03
04
Subsequent measurement of debt instruments depends on the Group’s and the Company’s business
05
model for managing the asset and the cash flow characteristics of the asset. There are three measurement
categories into which the Group and the Company classify their debt instruments: 06
• Amortised cost:
Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortised cost. Interest income from these
financial assets is included in finance income using the effective interest rate method. Any gain or
loss arising on derecognition is recognised directly in profit or loss and presented in other operating
expenses together with foreign exchange gains and losses. Impairment losses are presented as
separate line item in the statement of profit or loss.
• FVOCI:
Assets that are held for collection of contractual cash flows and for selling the financial assets,
where the assets’ cash flows represent solely payments of principal and interest, are measured
at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition
of impairment gains or losses, interest income and foreign exchange gains and losses which are
recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss
previously recognised in OCI is reclassified from equity to profit or loss and recognised in other
operating expenses. Interest income from these financial assets is included in finance income
using the effective interest rate method. Foreign exchange gains and losses are presented in other
operating expenses and impairment expenses are presented as separate line item in the statement
of profit or loss.
• FVPL:
Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or
loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and
presented net within other operating expenses in the period in which it arises.
Equity instruments
The Group and the Company subsequently measure all equity instruments at fair value. Where the Group’s
and the Company’s management has elected to present fair value gains and losses on equity investments
in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the
derecognition of the investment. Dividends from such investments continue to be recognised in profit or
01 loss as other income when the Group’s right to receive payments is established.
02
Changes in the fair value of financial assets at FVPL are recognised within other operating expenses in
03
the statement of profit or loss as applicable.
04
05
(iv) Subsequent measurement - impairment
06
The Group assesses on a forward looking basis the expected credit loss (“ECL”) associated with its debt
instruments carried at amortised cost and at FVOCI. The impairment methodology applied depends on
whether there has been a significant increase in credit risk.
The Group has five types of financial instruments that are subject to the ECL model:
• Trade receivables
• Finance lease receivables
• Contract assets
• Other receivables and deposits
• Amounts due from related parties
The Company has two types of financial instruments that are subject to the ECL model:
• Other receivables and deposits
• Loans due from a subsidiary
While cash and cash equivalents are also subject to the impairment requirements of MFRS 9 “Financial
Instruments”, the identified impairment loss was immaterial.
ECL represents a probability-weighted estimate of the difference between present value of cash flows
according to contract and present value of cash flows the Group expects to receive, over the remaining
life of the financial instrument.
(a) General 3-stage approach for other receivables, deposits, and loans to subsidiaries
At each reporting date, the Group measures ECL through loss allowance at an amount equal to
12-month ECL if credit risk on a financial instrument or a group of financial instruments has not
increased significantly since initial recognition. For all other financial instruments, a loss allowance
at an amount equal to lifetime ECL is required.
164 Maxis Berhad
Notes to the Financial Statements
31 December 2021
Financial Statements
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(b) Simplified approach for trade receivables, finance lease receivables, contract assets and amount
due from related parties.
The Group applies the MFRS 9 simplified approach to measure ECL which uses a lifetime ECL for all
the above.
Macroeconomic information (such as market interest rates or growth rates) is incorporated as part of the
internal rating model.
A significant increase in credit risk is presumed if a debtor is more than 30 days past due in making
contractual payment.
The Group defines a financial instrument as default, when counterparty fails to make contractual payment
more than 90 days after they fall due or the debtor is insolvent or has significant financial difficulties.
For certain categories of financial assets, such as trade receivables, finance lease receivables, contract
assets and amount due from related parties, balances that are assessed not to be impaired individually
are subsequently assessed for impairment on a collective basis based on similar risk characteristics.
To measure ECL, trade receivables, finance lease receivables, contract assets and amount due
from related parties have been grouped based on shared credit risk characteristics of customer’s
behaviour and the days past due. The contract assets relate to unbilled amounts and have
substantially the same risk characteristics as the trade receivables for the same types of contracts.
The Group has therefore concluded that the expected loss rates for trade receivables are a
reasonable approximation of the loss rates for the contract assets.
Trade receivables, finance lease receivables, contract assets, other receivables and deposits,
related parties’ owings and loans due from a subsidiary that are in default or credit-impaired are
01 assessed individually.
02
Write-off
03
04
(a) Trade receivables, finance lease receivables, contract assets and amount due from related parties
05
06 The above is written off when there is no reasonable expectation of recovery. Indicators that there
is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage
in a repayment plan with the Group.
Impairment losses on the above are presented within ‘Impairment of receivables and deposits, net’
in the statements of profit or loss. Subsequent recoveries of amounts previously written off are
credited against the same line item in the statements of profit or loss.
(b) Other receivables and deposits and loans due from a subsidiary
The Group writes off financial assets, in whole or in part, when it has exhausted all practical recovery
efforts and has concluded there is no reasonable expectation of recovery. The assessment of no
reasonable expectation of recovery is based on unavailability of debtor’s sources of income or
assets to generate sufficient future cash flows to repay the amount. The Group may write-off financial
assets that are still subject to enforcement activity. These are presented as net impairment losses
within ‘Impairment of receivables and deposits, net’ in the statements of profit or loss. Subsequent
recoveries of amounts previously written off are credited against the same line item.
Financial liabilities
The Group and the Company classify their financial liabilities in the following categories: at fair value
through profit or loss, other financial liabilities and financial guarantee contracts. Management determines
the classification of financial liabilities at initial recognition.
The Group and the Company do not hold any financial liabilities carried at fair value through profit or loss
(except for derivative financial instruments and deferred contingent consideration arising from business
combinations) and financial guarantee contracts. See accounting policy Note 3(h) on derivative financial
instruments and hedging activities.
Financial Statements
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Other financial liabilities are non-derivative financial liabilities. Other financial liabilities are initially
recognised at fair value plus transaction costs that are directly attributable to the acquisition of the
financial liability and subsequently carried at amortised cost using the effective interest method. Changes
in the carrying value of these liabilities are recognised in the statement of profit or loss.
The Group’s and the Company’s other financial liabilities comprise payables (including inter-companies
and related parties’ balances) and borrowings in the statement of financial position. Financial liabilities 01
are classified as current liabilities; except for maturities greater than 12 months after the reporting date, in 02
which case they are classified as non-current liabilities.
03
04
(ii) Recognition and derecognition
05
Financial liabilities are recognised when the Group and the Company become party to the contractual 06
provisions of the instrument.
Financial liabilities are derecognised when the liability is either discharged, cancelled, expired or has
been restructured with substantially different terms.
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial
position when there is a legally enforceable right to offset the recognised amounts and there is an intention to
settle on a net basis, or realise the asset and settle the liability simultaneously. The legally enforceable right
must not be contingent on future events and must be enforceable in the normal course of business and in the
event of default, insolvency or bankruptcy.
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment.
Assets that have a finite economic useful life are subject to amortisation and are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use.
For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows which are largely independent of the cash inflows from other assets or groups of assets
(“CGUs”). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal
of the impairment at each reporting date.
Any impairment loss is charged to the statement of profit or loss. Impairment losses on goodwill are not reversed.
In respect of other assets, any subsequent increase in recoverable amount is recognised in the statement of
profit or loss to the extent that the asset’s carrying amount does not exceed the carrying amount that would
have been determined, net of depreciation and amortisation, if no impairment loss had been recognised.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently remeasured at their fair value at each reporting date.
A derivative financial instrument is carried as an asset when the fair value is positive and as a liability when the
fair value is negative.
The accounting for subsequent changes in fair value depends on whether the derivative is designated as a
hedging instrument, and if so, the nature of the item being hedged. Derivative that does not qualify for hedge
accounting are classified as “held for trading” and accounted for at fair value through profit and loss. Changes
in fair value of any derivative financial instrument that does not qualify for hedge accounting are recognised
immediately in the statement of profit or loss.
The fair values of various derivative instruments used for hedging purposes are disclosed in Note 22.
Movements on the hedging reserve in shareholders’ equity are shown in Note 31(c). The full fair value of a
hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged
item is more than 12 months, and as a current asset or liability when the remaining maturity of the hedged item
is less than 12 months. Trading derivatives are classified as a current asset or liability.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow
hedges is recognised in other comprehensive income and accumulated in reserves within equity. The gain or
loss relating to the ineffective portion is recognised immediately in the statement of profit or loss.
Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects
profit or loss. The gain or loss relating to the effective portion of interest rate swaps hedging variable rate
borrowings is recognised in profit or loss within ‘finance costs’.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria
for hedge accounting, the accounting of any cumulative deferred gain or loss and deferred cost of hedging
included in equity depends on the nature of the underlying hedged transaction. For cash flow hedge which
resulted in the recognition of a non-financial asset, the cumulative amount in equity shall be included in the
initial cost of the asset. For other cash flow hedges, the cumulative amount in equity is reclassified to profit
or loss in the same period that the hedged cash flows affect profit or loss. When hedged future cash flows or
forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred cost of hedging
that was reported in equity is immediately reclassified to the statement of profit or loss.
The Group and the Company do not have any fair value hedges and net investment hedges.
The fair value of the financial assets, financial liabilities and derivative financial instruments is estimated for
recognition and measurement or for disclosure purposes.
168 Maxis Berhad
Notes to the Financial Statements
31 December 2021
Financial Statements
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In assessing the fair value of financial instruments, the Group makes certain assumptions and applies the
estimated discounted value of future cash flows to determine the fair value of financial instruments. The fair
values of financial assets and financial liabilities are estimated by discounting future cash flows at the current
interest rate available to the respective companies.
The face values for financial assets and financial liabilities with a maturity of less than one year are assumed to
be approximately equal to their fair values.
For derivative financial instruments that are measured at fair value, the fair values are determined using a
valuation technique which utilises data from recognised financial information sources. Assumptions are based
on market conditions existing at each reporting date. The fair values of interest rate swaps are calculated as 01
the present value of estimated future cash flow using an appropriate market-based yield curve. The fair values 02
of forward foreign exchange contracts are determined using the forward exchange rates as at each reporting
03
date.
04
(j) Inventories 05
06
Inventories are stated at the lower of cost and net realisable value. Cost includes the actual cost of materials
and incidentals in bringing the inventories to their present location and condition, and is determined on a
weighted average basis. Net realisable value is the estimated selling price in the ordinary course of business,
less the estimated costs of completion and selling expenses.
Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary
course of business. Other receivables generally arise from transactions outside the usual operating activities
of the Group. If collection is expected in one year or less, they are classified as current assets. If not, they are
presented as non-current assets.
Trade receivables are recognised initially at the amount of consideration that is unconditional unless they
contain significant financing components, where they are recognised at fair value plus transaction costs. Other
receivables are recognised initially at fair value plus transaction costs.
After recognition, trade and other receivables are subsequently measured at amortised cost using the effective
interest rate method, less loss allowance. See Note 3(f)(iv) for the impairment policy on receivables.
(l) Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract
conveys the rights to control the use of an identified asset for a period of time in exchange for consideration.
Accounting as lessee
Leases are recognised as right-of-use (“ROU”) asset and a corresponding liability at the date on which the
leased asset is available for use by the Group (i.e. the commencement date).
Contracts may contain both lease and non-lease components. The Group allocates the consideration in the
contract to the lease and non-lease components based on their relative stand-alone prices.
In determining the lease term, the Group considers all facts and circumstances that create an economic
incentive to exercise an extension option, or not to exercise a termination option. Extension options (or
periods after termination options) are only included in the lease term if the lease is reasonably certain to
be extended (or not to be terminated).
In determining the enforceable period of the lease, the Group considers the following:
01
02 • the broader economics of the contract, and not only contractual termination payments. If either
party has an economic incentive not to terminate the lease such that it would incur a penalty on
03
termination that is more than insignificant, the contract is deemed enforceable beyond the date on
04
which the contract can be terminated; and
05
06 • whether each of the parties has the right to terminate the lease without permission from the other
party with no more than an insignificant penalty. A lease is no longer enforceable only when both
parties have such a right. Consequently, if only one party has the right to terminate the lease without
permission from the other party with no more than an insignificant penalty, the contract is deemed
enforceable beyond the date on which the contract can be terminated by that party.
The Group reassesses the lease term upon the occurrence of a significant event or change in circumstances
that is within the control of the Group and affects whether the Group is reasonably certain to exercise an
option not previously included in the determination of lease term, or not to exercise an option previously
included in the determination of lease term. A revision in lease term results in remeasurement of the lease
liabilities.
ROU assets are subsequently measured at cost, less accumulated depreciation and impairment loss, if
any. In addition, the ROU assets are adjusted for certain remeasurement of the lease liabilities.
The ROU assets are generally depreciated over the shorter of the asset’s useful life and the lease term on
a straight-line basis, as follows:
Financial Statements
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Lease liabilities are initially measured at the present value of the lease payments to be made over the
lease term. The lease payments include the following:
• fixed payments (including in-substance fixed payments), less any lease incentive receivable;
• the exercise price of extension options if the Group is reasonably certain to exercise that option; and
• payments of penalties for terminating the lease, if the lease term reflects the Group exercising that
option. 01
02
The Group presents the lease liabilities within borrowings in the statement of financial position. Interest
03
expense on the lease liability is presented within the finance cost in the statement of profit or loss.
04
05
Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily
determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate 06
is used. This is the rate that the individual lessee would have to pay to borrow the funds necessary to
obtain an asset of similar value to the ROU in a similar economic environment with similar terms, security
and conditions.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or
loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance
of the liability for each period.
Short-term leases are leases with a lease term of 12 months or less. Payments associated with short-
term leases of equipment, land and buildings, and network cell sites and all leases of low-value assets
are recognised on a straight-line basis as an expense in the statement of profit or loss.
Accounting as a lessor
As a lessor, the Group determines at lease inception whether each lease is a finance lease or an operating lease.
To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of
the risks and rewards incidental to ownership of the underlying asset to the lessee. As part of this assessment,
the Group considers certain indicators such as whether the lease is for the major part of the economic life of
the asset.
The Group classifies a lease as a finance lease if the lease transfers substantially all the risks and rewards
incidental to ownership of an underlying asset to the lessee.
The Group derecognises the underlying asset and recognises a receivable at an amount equal to the net
investment in a finance lease. Net investment in a finance lease is measured at an amount equal to the
sum of the present value of lease payments from the lessee and the unguaranteed residual value of the
underlying asset. Initial direct costs are also included in the initial measurement of the net investment.
Lease income is recognised over the term of the lease using the net investment method so as to reflect
a constant periodic rate of return. The Group revises the lease income allocation if there is a reduction in
the estimated unguaranteed residual value.
01 The Group classifies a lease as an operating lease if the lease does not transfer substantially all the risks
02 and rewards incidental to ownership of an underlying asset to the lessee.
03
The Group recognises lease payments received under an operating lease as lease income on a straight-
04
line basis over the lease term and is included in revenue in the statement of profit or loss due to its
05
operating nature.
06
(iii) Separating lease and non-lease components
If an arrangement contains lease and non-lease components, the Group allocates the consideration in the
contract to the lease and non-lease components based on the stand-alone selling prices in accordance
with the principles in MFRS 15 “Revenue from Contracts with Customers”.
Loans to subsidiaries are recognised initially at fair value. If there are any difference between cash disbursed
and fair value on initial recognition, the difference would be accounted as additional investment in the subsidiary
as it reflects the substance of the transaction.
Loans to subsidiaries are subsequently measured at amortised cost using the effective interest rate method,
less loss allowance. See Note 3(f)(iv) for the impairment policy on receivables.
Cash and cash equivalents comprise cash in hand, deposits held at call with financial institutions, other short-
term, highly liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.
Bank overdrafts are included within borrowings in current liabilities on the statement of financial position. For
the purposes of the statement of cash flows, cash and cash equivalents are presented net of deposits with
maturity more than three months.
(i) Classification
Ordinary shares and redeemable preference shares with discretionary dividends are classified as equity.
Other shares are classified as equity and/or liability according to the economic substance of the particular
instrument. Distributions to holders of a financial instrument classified as an equity instrument are charged
directly to equity.
Financial Statements
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
External costs directly attributable to the issue of new shares are deducted, net of tax, against proceeds
and shown in equity.
Dividend distribution to the Company’s shareholders is recognised as a liability in the period which they
are declared.
(p) Payables
01
Payables, including accruals, represent liabilities for goods received and services rendered to the Group and 02
the Company prior to the end of the financial year and which remain unpaid. Payables are classified as current 03
liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. 04
05
Payables are recognised initially at fair value net of transaction costs incurred, which include transfer taxes and
duties. Payables are subsequently measured at amortised cost using the effective interest method. 06
(q) Borrowings
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset
are capitalised as part of the cost of the assets. Other borrowing costs are recognised as an expense in the
statement of profit or loss when incurred.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent
that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the
drawdown occurs. To the extent there is no evidence that it is probable that some or all of the facility will be
drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the
facility to which it relates.
Interest expense, losses and gains relating to a financial instrument, or a component part, classified as a liability
is reported within finance costs in the statement of profit or loss.
Borrowings are removed from the statement of financial position when the obligation specified in the contract
is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has
been extinguished or transferred to another party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in the statement of profit or loss within finance costs.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement
of the liability for at least 12 months after the end of the reporting period.
Borrowings subject to cash flow hedges are recognised initially at fair value based on the applicable
interest rate plus any transaction costs that are directly attributable to the issue of borrowing. These
borrowings are subsequently carried at amortised costs. Any difference between the final amount paid to
discharge the borrowing and the initial proceeds is recognised in the statement of profit or loss over the
borrowing period using the effective interest method.
Interest expense on the borrowings are recognised in the statement of profit or loss, along with the
associated gains or losses on the hedging instrument, which have been reclassified from the cash flow
hedging reserve to the statement of profit or loss.
Borrowings not in a designated hedging relationship are initially recognised at fair value plus transaction
costs that are directly attributable to the issue of borrowing. These borrowings are subsequently carried at
amortised costs. Any difference between the final amount paid to discharge the borrowing and the initial
proceeds is recognised in the statement of profit or loss over the borrowing period using the effective
interest method.
01 Provisions are recognised when the Group has a present legal or constructive obligation as a result of past
02 events, when it is probable that an outflow of resources will be required to settle the obligation and when a
reliable estimate of the amount can be made.
03
04
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. When it is no
05 longer probable that an outflow of economic resources will be required to settle the obligation, the provision
06 is reversed. Where the effect of the time value of money is material, provisions are measured at the present
value of management’s best estimate of the expenditures expected to be required to settle the obligation by
discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to the obligation. The increase in the provision due to passage of time is
recognised as interest expense.
Provision for site rectification works is based on management’s best estimate and the past trend of costs
for rectification works to be carried out to fulfil new regulatory guidelines and requirements imposed after
network cell sites were built.
Provision for decommissioning works is the estimated costs of dismantling and removing the structures
on identified sites and restoring these sites. This obligation is incurred either when the items are installed
or as a consequence of having used the items during a particular period.
The estimated amount is determined after taking into consideration the time value of money, risk specific
to the provision and the current conditions of the sites. The initial estimated amount is capitalised as part
of the cost of property, plant and equipment.
Provision for staff incentive scheme is based on management’s best estimate of the total employee
benefits payable as at reporting date based on the service and/or performance conditions of individual
employees and/or financial performance of the Group.
The tax expenses for the period comprise current and deferred tax. The income tax expense or credit for the
period is the tax payable on the current period’s taxable income based on the applicable income tax rate for
each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences
and to unused tax losses. Tax is recognised in the statement of profit or loss except to the extent that it relates
to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised
in other comprehensive income or directly in equity, respectively.
Financial Statements
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Current tax expenses are determined according to the tax laws of each jurisdiction in which the Group operates
and include all taxes based upon the taxable profits, and real property gains taxes payable on disposal of
properties.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the amounts
attributed to assets and liabilities for tax purposes and their carrying amounts in the financial statements.
However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred
tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than
a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available 01
against which the deductible temporary differences, investment tax allowance or unused tax losses can be 02
utilised.
03
04
Deferred tax liability is recognised for all taxable temporary differences arising on investments in subsidiaries
except where the timing of the reversal of the temporary differences is controlled by the Group and it is probable 05
that the temporary difference will not reverse in the foreseeable future. 06
Deferred tax assets are recognised on deductible temporary differences arising from investments in subsidiaries
only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient
taxable profit available against which the deductible temporary difference can be utilised.
Deferred tax is determined using tax rates (and tax laws) that have been enacted or substantively enacted by
the reporting date and are expected to apply when the related deferred tax asset is realised or the deferred tax
liability is settled.
The measurement of deferred tax liabilities and deferred tax assets shall reflect the tax consequences that
would follow from the manner in which the entity expects, at the reporting date, to recover or settle the carrying
amount of its assets and liabilities.
Deferred and current tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to taxes
levied by the same taxation authority or either the taxable entity or different taxable entities when there is an
intention to settle the balances on a net basis.
Wages, salaries, paid annual leave, bonuses and non-monetary benefits that are expected to be settled
wholly within 12 months after the end of the period in which the employees render the related service are
recognised in respect of employees’ services up to the end of the reporting period and are measured at
the amounts expected to be paid when the liabilities are settled. The Group recognises a provision where
contractually obliged or where there is a past practice that has created a constructive obligation.
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a
separate entity on a mandatory, contractual or voluntary basis, and the Group has no legal or constructive
obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee
benefits relating to employee service in the current and prior periods.
The Group’s contributions to defined contribution plans are charged to the statement of profit or loss in
the period to which they relate. Once the contributions have been paid, the Group has no further payment
obligations. The Group recognises a provision when an employee has provided services in exchange
for employee benefits to be paid in the future. When contributions to a defined contribution plan are
not expected to be settled wholly before 12 months after the end of the reporting period in which the
employees render the related service, they shall be discounted to present value.
When the shares of the Company are acquired from the open market at market price using cash incentive
payable to employees under the incentive arrangement, the transactions are recorded in share-based
payments reserve and are recognised as an employee benefit expense in the statement of profit or loss
over the vesting periods.
The total amount to be expensed over the vesting period is determined by reference to the fair value of
the shares and the number of shares that are expected to vest by the vesting date. At each reporting date,
the Group and the Company revise this estimated number of shares and any revision of this estimate is
included in the statement of profit or loss and with the corresponding adjustment in equity.
Non-market vesting conditions attached to the transactions are not taken into account in determining
fair value. Non-market vesting and service conditions are included in assumptions about the number of
shares that are expected to vest.
When share grants are forfeited due to failure by the employee to satisfy the service and/or performance
conditions, any expenses previously recognised in relation to such share grants are reversed effective on
the date of the forfeiture.
If the share grants expire or lapse, the corresponding share-based payments reserve attributable to the
share grants are transferred to retained earnings.
In the separate financial statements of the Company, the fair value of the share grants offered to employees
of the subsidiary in exchange for the services of employees to the subsidiary are treated as a capital
contribution and thus recognised as investment in subsidiary, with a corresponding credit to equity.
Financial Statements
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Telecommunications revenue
Revenue from prepaid services is recognised when services are rendered. Consideration from the sale
of prepaid sim cards and reload vouchers to customers where services have not been rendered at the
reporting date is deferred as contract liability until actual usage or when the cards, vouchers or reloaded
amounts are expired or forfeited.
Postpaid services are provided in postpaid packages which consist of a series of promised services
including voice, data, text, digital and other converged telecommunications services. As the services are 01
separately identifiable and the customers can benefit from each of the services on its own, each service 02
is accounted for as a separate performance obligation.
03
04
For postpaid usage-based plans, revenue is recognised when the customers use the services and is
measured at the consideration specified in the contract. 05
06
Fixed fee postpaid service plans may include services which provide customers with limited and unlimited
usage for the respective services within the plan. For services with unlimited usage, revenue is recognised
proportionately over the fixed fee billing period based on the consideration allocated for the service. For
services with limited usage, revenue is recognised when the customer utilises their entitled usage and is
measured based on the consideration allocated for the service. Services with limited usage can be utilised
up to the end of the fixed fee period. At the end of the fixed fee period, the remaining consideration
allocated for the service which has not been utilised is recognised as revenue in full.
The consideration specified in the contract is adjusted for expected discounts and rebates for contracts
which offer discounted rates when certain volume commitments are met, to the extent that it is highly
probable that a significant reversal will not occur. Accumulated experience is used to estimate and provide
for the discounts, using the expected value method. As the amount billed to customer is higher than the
transaction price, a contract liability is recognised.
Postpaid packages are either sold separately or bundled together with the sale of a device to a customer.
Devices can also be obtained separately from other device retailers and can be used together with the
postpaid packages provided by the Group. As postpaid packages and devices are capable of being
distinct and separately identifiable, there are two performance obligations within a bundled transaction.
Accordingly, the Group allocates the transaction price based on the relative stand-alone selling prices
(“RSSP”) of the postpaid packages and device.
Stand-alone selling prices are based on observable sales prices; however, where stand-alone selling
prices are not directly observable, estimates will be made maximising the use of observable inputs.
Sale of device
Revenue from sale of device is recognised at the point in time when control of the asset is transferred to
the customer, usually on delivery and acceptance of the device.
Payment for the transaction price of the device is typically collected at the point the customer signs up
for the bundled contract, except for bundled packages that have a payment structure allowing customers
to pay for the device over a period of up to 36 months. For these arrangements, the Group discounts
the transaction price using the rate that would be reflected in a separate financing transaction between
the Group and its customers at contract inception, to take into consideration the significant financing
component.
Integrated Annual Report 2021 177
Notes to the Financial Statements
31 December 2021
Financial Statements
A contract asset is recognised when the Group delivers the devices before the payment is due. If the
payment happens before the delivery of the device then a contract liability is recognised. Contract assets
and contract liabilities are presented within receivables and payables respectively in the statement of
financial position.
Devices and equipment that are transferred as part of a fixed line telecommunications services bundled
01 package which can only be used together with the services provided by the Group, are considered as a
02 single performance obligation in telecommunications services revenue.
03
The contract for sale of devices does not give the customers a right of return nor responsibilities within
04
the ambit of device manufacturer’s warranty.
05
06 When another party is involved in providing devices to a customer, the Group is a principal in such
arrangements when it controls the devices before they are transferred to the customers. As the principal,
the Group recognises revenue on the gross consideration allocated to the devices with the corresponding
direct costs of satisfying the contract.
The Group operates a loyalty programme which may provide the customers a material right to acquire
future products and services from the Group or selected partner vendors of the Group for free or at a
discount.
Where there is a material right to the customer, a portion of the consideration specified in the contract is
allocated to the material right on a RSSP basis. The consideration allocated is recognised as a contract
liability. Revenue is only recognised when the material rights such as free goods or discounts are
redeemed or expired.
A contract asset is the right to consideration in exchange for goods or services transferred to the customer.
If the Group transfers goods or services to a customer before the customer pays consideration or before
payment is due, a contract asset is recognised for the earned consideration that is conditional. Contract
assets are presented within “Receivables, deposits and prepayments” of the statement of financial
position.
Contract liability is the unsatisfied obligation by the Group to transfer goods or services to customer
for which the Group has received the consideration in advance or has billed the customer, whichever
is earlier. Contract liabilities are presented within “Payables and accruals” of the statement of financial
position.
Contract liabilities are recognised as revenue when the Group performs under the contract.
Financial Statements
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Dividend income is recognised when the Group’s and the Company’s right to receive payment is
established.
Interest income is recognised on a time proportion basis, taking into account the principal outstanding
and the effective interest rate over the period to maturity, when it is determined that such income will
accrue to the Group and the Company.
01
(v) Incremental costs incurred to acquire a contract 02
03
The direct and incremental costs of acquiring a contract including, for example, sales commissions are
04
recognised as contract cost assets as these are incremental costs that would not have been incurred by the
05
Group if the respective contracts had not been obtained. The Group expects to recover these costs in the future
through telecommunications services revenue earned from the customer. These are amortised consistently 06
over the term of the specific contract to which the cost relates to.
Where the costs incurred to acquire a contract are in respect of contracts with amortisation period of less than
one year, these are recognised as an expense when incurred in line with the practical expedient elected by the
Group.
Amortisation of contract acquisition costs is presented within traffic, device, commissions and other direct costs
within the statement of profit or loss.
An impairment loss is recognised to profit or loss to the extent that the carrying amount of the contract cost
asset recognised exceeds the remaining amount of considerations that the Group expects to receive for the
specific contract that the cost relate to less additional costs required to complete the specific contract.
As a Universal Service Provider, the Group is entitled to claim certain qualified expenses from the relevant
authorities in relation to Universal Service Provider projects. The claim qualifies as a government grant and is
recognised at its fair value where there is reasonable assurance that the grant will be received and the Group
will comply with all the attached conditions.
Government grants relating to costs are recognised as income in the statement of profit or loss to match them
with the expenses they are intended to compensate in the period they are incurred.
Government grants relating to the purchase of assets are included in payables and accruals as government
grant and are credited to the statement of profit or loss as income on a straight-line basis over the expected
useful lives of the related assets.
The Group does not recognise a contingent liability but discloses its existence in the financial statements. A
contingent liability is a possible obligation that arises from past events whose existence will be confirmed by
the occurrence of one or more uncertain future events beyond the control of the Group or a present obligation
that is not recognised because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in the extremely rare circumstance where there is a liability that
cannot be recognised because it cannot be measured reliably.
Integrated Annual Report 2021 179
Notes to the Financial Statements
31 December 2021
Financial Statements
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-makers comprising the Chief Executive Officer and the Chief Financial and Strategy Officer.
The chief operating decision-makers are responsible for allocating resources, assessing performance of the
operating segments and making strategic decisions.
Estimates and judgments are continually evaluated by the Directors and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances.
01
02 Critical accounting estimates and assumptions
03
The Group and the Company make estimates and assumptions concerning the future. The resulting accounting
04
estimates will, by definition, rarely equal the related actual results. To enhance the information content of the
05
estimates, certain key variables that are anticipated to have a material impact on the Group’s and the Company’s
06 results and financial position are tested for sensitivity to changes in the underlying parameters. The estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are outlined below.
(a) Estimated useful lives and impairment assessment of intangible assets - spectrum rights
In determining the estimated useful life of spectrum rights, the Group has considered factors such as
developments in the regulatory environment, expected use of the assets, contractual periods of the spectrum
assignments, technical and technological developments, experience as well as cost of renewal of the rights. A
change in the intangible asset’s useful life is accounted for as a change in an accounting estimate.
The estimated useful life reflects the Group’s expectation of the period over which the Group will continue to
recover benefits from the assets. The useful life is periodically reviewed, taking into consideration any significant
event or change in circumstances which affects the Group’s assessment such as change in technology and
regulatory landscape.
Any reduction in the estimated useful life would increase amortisation charges to the statement of profit or loss
and decrease the carrying amounts of the assets. See Note 16 to the financial statements for the impact of the
changes in the estimated useful life of spectrum rights.
Goodwill is not amortised but is tested annually for impairment or more frequent if events or changes in
circumstances indicate that it might be impaired. When performing an impairment testing, the carrying amount
of goodwill is allocated to the converged telecommunications services and solutions CGU. The recoverable
amount of a CGU is determined based on value-in-use calculations.
The key assumptions used in the value-in-use calculations require management’s estimates and are most likely
to be sensitive to changes in compounded revenue and EBITDA (i.e. profit before finance income, finance costs,
tax, depreciation, amortisation and allowance for write down of identified network costs) annual growth rates
in the projection period. See Note 16 to the financial statements for the key assumptions on the impairment
assessment of goodwill.
Financial Statements
4 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED)
(c) Estimated useful lives and impairment assessment of property, plant and equipment and intangible assets -
software
The Group reviews annually the estimated useful lives and assesses for indicators of impairment of property,
plant and equipment and software within the intangible assets based on factors such as business plans and
strategies, historical sector and industry trends, general market and economic conditions, regulatory landscape,
expected level of usage, future technological developments and other available information. It is possible
that future results of operations could be materially affected by changes in these estimates brought about by
changes in the factors mentioned. Any impairment or reduction in the estimated useful lives would increase
charges to the statement of profit or loss and decrease their carrying value. See Note 15 to the financial
statements for the impact of the changes in the estimated useful lives of property, plant and equipment.
01
(d) Provisions for liabilities and charges 02
03
The Group recognises provisions for liabilities and charges when it has a present legal or constructive obligation 04
arising as a result of a past event, and it is probable that an outflow of economic benefits will be required to
05
settle the obligation and a reliable estimate can be made. The recording of provision requires the application
of judgments about the ultimate resolution of these obligations. As a result, provisions are reviewed at each 06
reporting date and adjusted to reflect the Group’s current best estimate. See Note 27 to the financial statements
for the impact on changes in estimates.
Certain contracts with customers are bundled packages that may include sale of products and telecommunications
services that comprise voice, data and other converged telecommunications and solutions services. The Group
accounts for individual products and services separately as separate performance obligations if they are
distinct promised goods and services, i.e. if a product or service is separately identifiable from other items
in the bundled package and if a customer can benefit from it separately. The Group exercises judgments to
identify if products and services within the bundled package are distinct as a separate promised products and
services. This determination will affect the allocation of consideration specified in the contract and the revenue
recognised for each performance obligation.
The Group is a principal for sale of devices as the Group controls the device before it is transferred to the
customer. In making such an assessment, the Group takes into consideration both the legal form of the contract
with its customer and supplier. Revenue from sale of device is recognised on a gross basis and payment to the
supplier for device cost is recorded as a direct cost.
The Group has assessed that there are two performance obligations for bundled contracts where the Group
needs to allocate the transaction price between the postpaid service and device based on their relative SSP.
SSP for postpaid packages and devices are based on observable sales prices; however, where certain SSP are
not directly observable, estimates will be made maximising the use of observable inputs.
The estimation of SSP is a significant estimate as it will directly determine the amount of revenue to be
recognised up front (sale of device) and amount of revenue to be recognised over time (telecommunications
revenue). For example, a lower SSP for device will result in a lower amount of revenue recognised upfront and
higher amount of revenue recognised over the contract period.
Significant estimation is involved in determining the Group’s provision for income taxes as there are certain
transactions and computations for which the final tax determination is uncertain at the reporting date. The
Group applies consistent tax treatment on such transactions and computations when determining the Group’s
provision for income taxes for all years of assessment.
Where the final tax outcome of these matters is different from the amounts that were initially recognised, such
differences will impact the income tax and deferred tax provisions in the period in which such determination is
made.
01
02 Determination of the treatment of contingent liabilities in relation to tax matters is based on the Group’s view
of the expected outcome of the contingencies after consultation with legal counsel. Details of the contingent
03
liabilities are disclosed in Note 36.
04
05
(g) Determining the lease term where the Group acts as a lessee
06
In determining the lease term and assessing the length of the non-cancellable period of a lease, the Group
applies the definition of a contract and determines the period for which the contract is enforceable. However, for
leases of certain telecommunications network sites, the contract contains an exit clause that is exercisable by
both the lessee and lessor with a short notification period. For such contracts, the Group considers whether the
lessee and lessor each has the right to terminate the lease without the permission from the other party with no
more than an insignificant penalty, in determining the lease term. In determining a penalty, the Group assesses
monetary and non-monetary considerations which include amongst others, network cell site relocation effort.
The assessment is reviewed if a significant event or a significant change in circumstances occurs which affects
this assessment and that is within the control of the lessee.
The determination of the lease term is a significant judgment as it will directly affect the recognition of a lease
as a short term lease or a right-of-use asset with a corresponding lease liability. For example, a short term lease
is recognised as an expense in the profit or loss throughout the lease term while a lease recognised as a right-
of-use asset is capitalised and depreciated on a straight line basis over the lease term with a corresponding
lease liability measured at the present value of the lease payments.
(h) Provision for expected credit losses of trade receivables and contract assets
The Group applies a simplified approach in calculating ECLs for trade receivables, finance lease receivables and
contract assets. To measure the expected loss rates, trade receivables and contract assets have been grouped
based on shared credit risk characteristics and the days past due. These historical loss rates are adjusted to
reflect forward-looking information on macroeconomic factors affecting the ability of the customers to settle
the receivables such as unemployment rate, interest rate and economic outlook. At every reporting date, the
historical observed default rates are updated and changes in the forward-looking estimates are analysed.
The Group estimates the relationship between historical loss rates and forward-looking information on
macroeconomic factors and ECL which may not be representative of a customer’s actual default in the future.
Financial Statements
4 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED)
During the year, the net asset position of an investment in a subsidiary was lower than the carrying amount of the
investment. Thus, the Company performed an impairment assessment on the carrying amount of its investment
against its recoverable amount which was determined based on value-in-use calculations as disclosed in Note
16 to the financial statements. No impairment charge was recognised as the recoverable amount exceeded its
carrying amount.
The key assumptions used in the value-in-use calculations are most likely to be sensitive to changes in
compounded revenue and EBITDA annual growth rates in the projection period.
01
02
5 SEGMENT REPORTING
03
04
Segment reporting is not presented as the Group is primarily engaged in providing converged telecommunications
05
services and solutions in Malaysia, whereby the measurement of profit or loss including EBITDA that is used by the
chief operating decision-makers is on a Group basis. 06
The Group’s operations are mainly in Malaysia. In determining the geographical segments of the Group, revenues are
based on the country in which the customer or international operator is located. Non-current assets by geographical
segments are not disclosed as all operations of the Group are based in Malaysia.
Group
2021 2020
RM’million RM’million
Note:
(1)
Represents revenue from roaming and hubbing businesses.
6 REVENUE
Group Company
2021 2020 2021 2020
Note RM’million RM’million RM’million RM’million
6 REVENUE (CONTINUED)
Group
2021 2020
RM’million RM’million
The Group leases certain network telecommunications sites under operating leases. The leases run for a period
of 3 months to 3 years (2020: 3 months to 3 years).
The future minimum rentals receivable under non-cancellable operating leases are as follows:
Group
2021 2020
RM’million RM’million
The revenue expected to be recognised in the next financial year in relation to performance obligations that are
unsatisfied as at the reporting date is as follows:
Group
2021 2020
RM’million RM’million
Management expects that all of the transaction price allocated to the unsatisfied performance obligations as at
the end of the financial year will be recognised as revenue within the next 36 months (2020: 24 months).
Financial Statements
7 STAFF AND RESOURCE COSTS
Group
2021 2020
RM’million RM’million
Staff and resource costs include remuneration of key management personnel excluding Directors of the Company as
disclosed in Note 8(b) to the financial statements. 01
02
03
8 REMUNERATION OF DIRECTORS AND KEY MANAGEMENT PERSONNEL
04
05
(a) Directors’ remuneration
06
The aggregate amount of emoluments received/receivable by Directors of the Company during the financial
year is as follows:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Non-Executive Directors
Fees 3 3 3 3
Estimated monetary value of benefits-
in-kind * * * *
Total Directors’ remuneration 3 3 3 3
Key management personnel comprise persons including Directors of the Company, having authority and
responsibility for planning, directing and controlling the activities of the Group entities either directly or
indirectly.
The aggregate amount of emoluments received/receivable by key management personnel excluding Directors
of the Company during the financial year is as follows:
Group
2021 2020
RM’million RM’million
01
02 Salaries and other short-term employee benefits 32 30
03 Defined contribution plan 1 1
04 Share-based payments 11 7
05 Estimated monetary value of benefits-in-kind 1 1
06 45 39
Total key management personnel remuneration of the Group and of the Company for the financial year is RM48
million (2020: RM42 million) and RM3 million (2020: RM3 million) respectively.
Group
2021 2020
Note RM’million RM’million
Depreciation of:
- property, plant and equipment 15 1,162 1,131
- right-of-use assets 17 306 282
Amortisation of intangible assets 16 181 62
1,649 1,475
Financial Statements
10 FINANCE INCOME AND COSTS
Group Company
2021 2020 2021 2020
Note RM’million RM’million RM’million RM’million
The following items have been charged/(credited) in arriving at the profit before tax:
Group Company
2021 2020 2021 2020
Note RM’million RM’million RM’million RM’million
Notes:
(1)
Fees incurred in connection with performance of quarter reviews, agreed-upon procedures and regulatory
compliance reporting paid or payable to PricewaterhouseCoopers PLT (LLP0014401–LCA & AF 1146) (“PwC
Malaysia”), auditors of the Group and of the Company.
(2)
Fees incurred for assisting the Group in connection with tax compliance, due diligence and advisory services
paid or payable to member firms of PwC Malaysia.
* Less than RM1 million
Financial Statements
11 PROFIT BEFORE TAX (CONTINUED)
The following items have been charged/(credited) in arriving at the profit before tax: (continued)
Group Company
2021 2020 2021 2020
Note RM’million RM’million RM’million RM’million
12 TAX EXPENSES
Group Company
2021 2020 2021 2020
Note RM’million RM’million RM’million RM’million
Current tax:
- current year 268 300 3 3
- over accruals in prior year (5) (13) (*) (*)
263 287 3 3
Deferred tax:
- origination and reversal of
temporary differences 191 173 - -
- recognition and reversal of prior
years’ temporary differences 3 10 - -
- changes in tax rate (3) - - -
23 191 183 - -
Tax expenses 454 470 3 3
The Malaysian Budget 2022 introduces a one-off increase in the corporate tax rate to 33% on chargeable income
that exceeds RM100 million for year of assessment 2022. The computation of deferred tax assets and liabilities has
been adjusted to reflect such change.
The explanation of the relationship between the tax expenses and profit before tax is as follows:
Group Company
2021 2020 2021 2020
% % % %
Group
2021 2020
Profit attributable to the equity holders of the Company (RM’million) 1,308 1,382
For the diluted earnings per share calculation, the weighted average number of ordinary shares in issuance of
the Company is adjusted to assume full conversion of all dilutive potential ordinary shares to be issued by the
Company.
Share grants are treated as contingently issuable shares because their issuance is contingent upon satisfying
specified vesting conditions comprising, amongst others, performance targets and/or conditions, as disclosed
in Note 30(a) to the financial statements, in addition to the passage of time. They are excluded from the
computation of diluted earnings per share where the vesting conditions would not have been satisfied as at the
end of the financial year.
Financial Statements
13 EARNINGS PER SHARE (CONTINUED)
Group
2021 2020
Profit attributable to the equity holders of the Company (RM’million) 1,308 1,382
Weighted average number of issued ordinary shares (’million) 7,825 7,822
Adjustment for LTIP (’million) 4 3
Adjusted weighted average number of ordinary shares for diluted earnings
per share (’million) 7,829 7,825
Diluted earnings per share (sen) 16.7 17.7
01
02
14 DIVIDENDS
03
04
Group and Company
05
2021 2020
06
Sen RM’million Sen RM’million
Subsequent to the financial year, on 24 February 2022, the Directors declared a fourth and special interim single-tier
tax-exempt dividend of 4.0 sen and 1.0 sen respectively per ordinary share in respect of the financial year ended 31
December 2021 which will be paid on 31 March 2022.
The Directors do not recommend the payment of any final dividend in respect of the financial year ended 31 December
2021.
Office
furniture,
Telecom- fittings Capital
Freehold munications Motor and work-in- Capital
land Buildings equipment vehicles equipment progress inventories Total
Group Note RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million
2021
At 31 December
2021
Cost 11 75 10,904 22 1,719 594 118 13,441
Accumulated
depreciation - (23) (6,693) (19) (1,499) - - (8,232)
Accumulated
impairment - - - - - - (16) (16)
Net book value 11 52 4,211 3 220 594 102 5,193
Financial Statements
15 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Office
furniture,
Telecom- fittings Capital
Freehold munications Motor and work-in- Capital
land Buildings equipment vehicles equipment progress inventories Total
Group Note RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million
2020
At 31 December
2020
Cost 11 75 10,298 19 1,682 325 119 12,529
Accumulated
depreciation - (22) (6,174) (16) (1,380) - - (7,592)
Accumulated
impairment - - - - - - (6) (6)
Net book value 11 53 4,124 3 302 325 113 4,931
During the financial year, the Group revised the useful lives of certain telecommunications equipment ranging from
4 to 10 years (2020: 4 to 20 years), to remaining useful lives ranging from 1 to 7 years (2020: 1 month to 10 years).
The revision was accounted for as a change in accounting estimate and as a result, the depreciation charge for the
financial year has increased by RM10 million (2020: decreased by RM25 million).
16 INTANGIBLE ASSETS
Telecom- Other
munications Spectrum spectrum Customer Software
Goodwill licences rights rights relationships Software development Total
Group Note RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million
2021
At 31 December
Cost 9,581 * 1,396 73 * 713 29 11,792
Accumulated
amortisation - - (59) (73) (*) (186) - (318)
Net book value 9,581 * 1,337 - - 527 29 11,474
Financial Statements
16 INTANGIBLE ASSETS (CONTINUED)
Telecom- Other
munications Spectrum spectrum Customer Software
Goodwill licences rights rights relationships Software development Total
Group Note RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million
2020
Included in intangible assets are goodwill and telecommunications licences with allocated spectrum of RM10,926
million acquired as part of a business combination completed in financial year 2009. During the financial year,
the Group has separately presented these intangible assets into 3 classes, i.e. goodwill, spectrum rights and
telecommunications licences. As a result of this, the comparatives have also been re-presented to conform with the
current presentation. The change in presentation has no impact on the financial statements of the Company.
Spectrum rights consist of rights to spectrum bands previously acquired as part of a business combination in
financial year 2009 which includes the frequency band of 900MHz and 2100MHz. As disclosed in Note 21(d)
to the financial statements, these spectrums were reissued to the Group in the form of Spectrum Assignment
(“SA”) with some upfront price component fees for which the Group has paid in full (“SA fee paid”).
As disclosed in Note 37, the revised Standard Radio System Plans (“SRSP”) have affected Maxis’ ability to
repurpose its spectrum to radiate future radio technologies beyond 4G and have consequential impact to the
Group’s estimated useful life of the spectrum rights. Therefore, the Group has reassessed the expected useful
life of the spectrum rights with a carrying amount of RM1,396 million as at 1 July 2021. This resulted in a revision
in the useful life of the spectrum rights from indefinite to a finite life. The useful life of the spectrum rights is
estimated based on the remaining SA term of the respective spectrum bands. The SA for 900MHz was issued
in July 2017 for 15 years whilst the SA for 2100 MHz was issued in April 2018 for 16 years.
This change in accounting estimate resulted in the recognition of an additional amortisation expense of RM59
million and deferred tax credit of RM4 million during the financial year ended 31 December 2021. The annualised
impact of this change is an additional amortisation expense of RM119 million and deferred tax credit of RM29
million. The change in accounting estimate has no impact on the financial statements of the Company.
The Group reviews the useful life of the spectrum rights at each reporting date period to determine if there
are changes in the circumstances which the estimate is based on or when new information is available. These
changes will be accounted for as a change in estimate by adjusting the amortisation of the intangible assets in
the period of change and remaining useful life of the intangible assets. If the estimated useful life is extended
for another 5 years, the total amortisation charges will reduce and profit before tax will increase by RM36
million per annum, and profit after tax will increase by RM27 million per annum.
(ii) Goodwill
Included in the carrying value is goodwill worth RM9,530 million (2020: RM9,530 million) that arose from the
01 Company’s acquisition of the entire issued and paid-up share capital of the subsidiaries previously held by Maxis
02 Communication Berhad pursuant to a restructuring exercise completed in financial year 2009 to consolidate
the telecommunications operations in Malaysia under the Company.
03
04
During the financial year, the Group completed its acqui-hire of specialist professionals from a Malaysian based
05 company that provide cloud solution services (2020: two Malaysian based companies that provide unified
06 communication and cloud solutioning services) to enhance the Group’s capacity and capabilities to support the
Group’s corporate customers. These acqui-hires were accounted for as business combinations under MFRS 3.
The Group paid RM10 million (2020: RM18 million) in cash for the abovementioned acqui-hire with the remaining
purchase consideration recognised as deferred contingent consideration as disclosed in Note 28. The Group
recognised RM16 million (2020: RM35 million) goodwill for the acqui-hire and allocated it to the converged
telecommunications services and solutions CGU as the acqui-hire provides synergy to the Group’s existing
business.
For the purpose of impairment testing, the carrying amounts of goodwill and telecommunications licences are
allocated to the converged telecommunications services and solutions CGU. The recoverable amount of a CGU
is determined based on value-in-use calculations. These calculations use pre-tax cash flow projections based on
internally approved financial budgets covering a five-year (2020: five-year) period.
(a) compounded revenue and EBITDA annual growth rates of 9% and 4% (2020: 8% and 4%) respectively for five
years financial budget period which reflect management’s expectations based on past experience, current
developments of MyDigital initiatives and 5G single wholesale network (“SWN”) as disclosed in Note 37 to the
financial statements, current regulatory landscape and future expectations of business performance;
(b) post-tax discount rate of 7.8% (2020: 7.8%). In accordance with the requirements of MFRS 136 “Impairment
of Assets”, this translates into a pre-tax discount rate of 13.5% (2020: 13.4%). The discount rates used reflect
specific risks relating to the converged telecommunications services and solutions CGU; and
(c) terminal growth rate of 2.7% (2020: 2.7%) represents the growth rate applied to extrapolate pre-tax cash
flow beyond the five (2020: five) year financial budget period. This growth rate is based on management’s
assessment of future trends in the mobile telecommunications industry, new growth opportunities in fixed
broadband and enterprise business, using both external and internal sources.
Based on the sensitivity analysis performed, the Directors have concluded that any variation of 10% (2020: 10%) in the
base case assumptions would not cause the carrying amount of the CGU to exceed its recoverable amount.
Financial Statements
17 RIGHT-OF-USE (“ROU”) ASSETS
Land Offices
and network and customer
infrastructure service centers Total
Group Note RM’million RM’million RM’million
2021
Notes:
(1)
Remeasurement due to revision in lease term and lease payments.
* Less than RM1 million.
Group
2021 2020
Note RM’million RM’million
Group
2021 2020
RM’million RM’million
18 INTERESTS IN SUBSIDIARIES
Company
2021 2020
Note RM’million RM’million
Non-current asset:
- investments in subsidiaries (a) 25,135 25,118
Current asset:
- loans due from a subsidiary (b) 308 227
Current liability:
- amount due to a subsidiary (c) * *
01
25,443 25,345
02
03 * Less than RM1 million.
04
05 (a) Investments in subsidiaries
06
Company
2021 2020
RM’million RM’million
During the current financial year, the net asset position of an investment in a subsidiary was lower than the
carrying amount of the investment. Thus, the Company performed an impairment assessment on the carrying
amount of its investment against its recoverable amount which was determined based on value-in-use
calculations as disclosed in Note 16 to the financial statements, adjusted for the financing cash flows forecast
of the subsidiary. No impairment charge was recognised as the recoverable amount exceeded its carrying
amount. Based on the sensitivity analysis performed, the Directors have concluded that any variation of 10%
(2020: 10%) in the base case assumptions would not cause the carrying amount of the investment to exceed its
recoverable amount.
Financial Statements
18 INTERESTS IN SUBSIDIARIES (CONTINUED)
Country of
incorporation Proportion of ownership
and place of interests held by the
Name business Principal activities Group
2021 2020
Subsidiary of AWTSB
Subsidiary of MMSB
Note:
(1)
Maxis Mobile (L) Ltd is a company registered under the Labuan Companies Act, 1990, with shares issued
in USD.
At the end of the financial year, the loans due from a subsidiary are unsecured, carry interests between 3.13%
to 3.40% (2020: 4.18% to 4.25%) per annum and maturity dates from 29 March 2022 to 8 April 2022 (2020: 9
April 2021).
Management has assessed the loans due from a subsidiary on an individual basis for ECL measurement and the
identified impairment loss as at reporting date was immaterial.
The amount due to subsidiary was unsecured and with 30 days’ credit period (2020: 30 days).
01
02
19 FINANCIAL INSTRUMENTS BY CATEGORY
03
04
Group Company
05
2021 2020 2021 2020
06
Note RM’million RM’million RM’million RM’million
Financial assets:
Loans due from a subsidiary 18 - - 308 227
Receivables and deposits 1,371 1,710 * *
Amounts due from related parties 25 * 11 - -
Deposits, cash and bank balances 26 1,191 735 32 20
Financial assets at amortised costs 2,562 2,456 340 247
Financial liabilities:
Payables and accruals 3,043 3,030 1 *
Amount due to a subsidiary 18 - - * *
Amounts due to related parties 25 20 17 - -
Borrowings 29 10,090 9,763 - -
Financial liabilities at amortised costs 13,153 12,810 1 *
Financial Statements
20 FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
Unquoted shares 4 4
less: accumulated impairment losses - (*)
4 4
The Group and the Company have 10% interests in Bridge Mobile Pte. Ltd. (“Bridge Mobile”). Bridge Mobile manages
a mobile alliance of various operators and coordinates its activities amongst its shareholders, other mobile operators 01
in the Asia Pacific region and technology vendors. 02
03
The Group had one-twenty fourth (1/24th) interests in Konsortium Rangkaian Serantau Sdn. Bhd. (“KRSSB”). This entity
04
was formed for the purpose of implementing one of the entry point projects to lower the costs of Internet Protocol
05
transit and domestic bandwidths by aggregating capacity of its shareholders to secure lower prices from suppliers.
The investment had been fully written off during the financial year. 06
Group Company
2021 2020 2021 2020
Note RM’million RM’million RM’million RM’million
Non-current
Current
Impairment: 32(b)
- trade receivables (105) (168) - -
- other receivables (1) (2) - -
- deposits (35) (26) - -
- finance lease receivables (*) (1) - -
- contract assets (6) (7) - -
(147) (204) - -
1,807 2,073 5 5
2,722 3,020 5 5
Financial Statements
21 RECEIVABLES, DEPOSITS AND PREPAYMENTS (CONTINUED)
Gross trade receivables include receivables on deferred payment terms amounting to RM421 million (2020:
RM611 million), which allow eligible customers to purchase devices with up to 36 monthly installment payments.
Other than that, the Group’s credit policy provides trade receivables with credit periods of up to 120 days
(2020: up to 60 days).
Trade receivables are secured by customers’ deposits and bank guarantees of RM25 million
(2020: RM26 million) and RM15 million (2020: RM32 million) respectively.
Information about the impairment of trade receivables and the Group’s exposure to credit risk is disclosed in
Note 32(b) to the financial statements.
01
(b) Finance lease receivables 02
03
The following table sets out maturity analysis of lease receivables, showing the undiscounted lease payments
04
to be received after the reporting date.
05
Group 06
2021 2020
RM’million RM’million
(d) Prepayments
The Group’s prepayments include the SA fee paid for 900 MHz, 1800 MHz and 2100 MHz SA which are amortised
over their underlying SA periods between 15 to 16 years (2020: 15 to 16 years).
Group
2021 2020
Note RM’million RM’million
01
22 DERIVATIVE FINANCIAL INSTRUMENTS
02
03
Group
04
2021 2020
05
Note RM’million RM’million
06
Current assets
Current liabilities
Non-current liabilities
Financial Statements
22 DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)
The Group has entered into an IRS contract to hedge its exposure to interest rate risk on borrowings.
Group
2021 2020
The Group pays RM in exchange for receiving USD at predetermined exchange rates that range from RM4.17/
USD to RM4.26/USD (2020: RM4.07/USD to RM4.21/USD) on the notional amounts at their respective maturity
dates.
23 DEFERRED TAXATION
The following amounts, determined after appropriate offsetting, are shown in the statements of financial position:
Group
31.12.2021 31.12.2020 1.1.2020
RM’million RM’million RM’million
(Restated) (Restated)
The movements in deferred tax assets/(liabilities) during the financial year comprise the following:
Property, Contract
plant and Intangible cost Contract Lease Right-of-
equipment assets Receivables assets liabilities Provisions liabilities use asset Others Total
Group Note RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million
2021
At 31 December,
as previously
reported (568) (58) (51) (62) 98 238 466 (424) (21) (382)
Opening balance
adjustments 35 - (335) - - - - - - - (335)
Restated at 1
January (568) (393) (51) (62) 98 238 466 (424) (21) (717)
01
02 (Charged)/credited
to statement of
03 profit or loss:
04 - origination
and reversal
05
of temporary
06 differences 12 (152) 8 (20) (4) 7 (32) 19 (21) 1 (194)
- changes in
tax rate 12 (12) (8) (27) (14) 40 28 24 (24) (4) 3
At 31 December (732) (393) (98) (80) 145 234 509 (469) (24) (908)
Property, Contract
plant and Intangible cost Contract Investment Lease Right-of-
equipment assets Receivables assets liabilities Provisions allowance liabilities use asset Others Total
Group Note RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million
2020
At 1 January, as
previously
reported (509) (24) (51) (53) 93 319 3 501 (460) (18) (199)
Opening balance
adjustments 35 - (335) - - - - - - - - (335)
Restated at 1
January (509) (359) (51) (53) 93 319 3 501 (460) (18) (534)
(Charged)/credited
to statement of
profit or loss:
- origination
and reversal
of temporary
differences 12 (59) (34) * (9) 5 (81) (3) (35) (36) (3) (183)
At 31 December (568) (393) (51) (62) 98 238 - 466 (424) (21) (717)
Financial Statements
23 DEFERRED TAXATION (CONTINUED)
Group
31.12.2021 31.12.2020 1.1.2020
RM’million RM’million RM’million
(Restated) (Restated)
24 INVENTORIES
Group
2021 2020
RM’million RM’million
Group
2021 2020
RM’million RM’million
Current asset
Amounts due from related parties 5 11
Less: impairment (5) -
* 11
Current liability
Amounts due to related parties (20) (17)
01
* Less than RM1 million.
02
03
The amounts due from/(to) related parties are trade in nature, unsecured, interest free and with credit periods of up
04 to 90 days (2020: up to 60 days).
05
06
26 DEPOSITS, CASH AND BANK BALANCES
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Deposits, cash and bank balances comprise mainly deposits with banks with high credit ratings assigned by
international credit rating agencies.
Deposits with licensed banks of the Group and of the Company have an average maturity periods of 45 days (2020:
32 days) and 20 days (2020: 15 days) respectively as at the financial year end. They are held in short-term money
market and fixed deposits. Bank balances are deposits held at call with banks.
Financial Statements
26 DEPOSITS, CASH AND BANK BALANCES (CONTINUED)
Non-cash changes
Derivative financial
liabilities held
to hedge
borrowings 17 - - (9) - - - - 8
Derivative financial
liabilities held
to hedge
borrowings 6 - - 11 - - - - 17
Note:
(1)
Excluding interest paid on payables under deferred payment schemes.
Site
rectification
and Staff
decommissioning incentive
works scheme Total
Group Note RM’million RM’million RM’million
2021
At 1 January 341 115 456
Capitalised 6 - 6
Changes in cost estimates:
01 - included in profit before tax 11 (2) - (2)
02 - included in property, plant and equipment 15 (6) - (6)
03 (Credited)/charged to statement of profit or loss:
04
- included in profit before tax 11 (1) 121 120
05
- included in finance costs 10(b) 12 - 12
06
Paid (1) (113) (114)
At 31 December 349 123 472
Represented by:
2020
Represented by:
Descriptions of the above provisions are as disclosed in Note 3(r) to the financial statements.
Financial Statements
27 PROVISIONS FOR LIABILITIES AND CHARGES (CONTINUED)
As at 31 December 2021, a non-current provision of RM332 million (2020: RM323 million) has been recognised for
dismantling, removal and site restoration costs. The provision is estimated using the assumption that decommissioning
will only take place upon the expiry of the lease terms (inclusive of secondary terms) of 15 to 30 years (2020: 15 to
30 years).
Group Company
2021 2020 2021 2020
Note RM’million RM’million RM’million RM’million 01
02
Non-current 03
04
Trade payables 128 172 - -
05
Other payables and accruals (a) 17 16 - -
06
145 188 - -
Current
Included within other payables and accruals are deferred contingent considerations in relation to the business
combinations as mentioned in Note 16 amounting to RM22 million (2020: RM19 million) payable upon
achievement of certain targets in year 2022 to 2024 (2020: year 2021 to 2023).
Group
2021 2020
RM’million RM’million
Current trade and other payables of the Group and of the Company carry credit periods of up to 270 days and 90
days respectively (2020: 210 days and 90 days).
The Group’s current and non-current trade payables include RM denominated payables under deferred payment
schemes that are repayable on a quarterly basis in 8 or 12 equal instalments from the contract start dates and carry
interest rates ranging from 2.57% to 4.08% (2020: 3.05% to 4.30%) per annum as at the reporting date. Repayment
profiles of these payables are as follows:
Group
2021 2020
RM’million RM’million
29 BORROWINGS
Group
2021 2020
Note RM’million RM’million
Non-current
Secured
Lease liabilities 1,762 1,687
Unsecured
Term loans (a) 593 1,192
Islamic Medium Term Notes (b) 3,259 3,838
Commodity Murabahah Term Financing (c) 1,943 2,293
Business Financing-i (d) 499 498
8,056 9,508
Current
Secured
Lease liabilities 262 255
Unsecured
Term loans (a) 500 -
Islamic Medium Term Notes (b) 1,272 -
2,034 255
10,090 9,763
Financial Statements
29 BORROWINGS (CONTINUED)
This term loan facility carries a term of up to 7 years and is repayable in one lump sum on its maturity date,
27 December 2022.
During the current financial year, the Group partially prepaid RM500 million of this facility, reducing the
outstanding facility to RM500 million.
As disclosed in Note 22 to the financial statements, the Group has entered into an IRS contract to hedge
the floating interest rate of this term loan facility against the Kuala Lumpur Interbank Offered Rate.
The Group has established an Unrated Islamic Medium Term Notes (“Sukuk Murabahah”) Programme with an
aggregate nominal value of up to RM10.0 billion, based on the Islamic principle of Murabahah (via a Tawarruq
arrangement) (“Unrated Sukuk Murabahah Programme”). The Unrated Sukuk Murabahah Programme has a
tenure of 30 years from its first issuance and the Sukuk Murabahah to be issued shall have a tenure of more
than 1 year and maturing no later than 27 July 2046. All series of the Sukuk Murabahah are redeemable on their
respective maturity dates. The profits are payable semi-annually.
(i) partially repurchased the third series in tranches with an aggregate nominal value of RM1,200 million;
(ii) issued the below Sukuk Murabahah series for a total nominal value of RM1,900 million to finance its
capital expenditure and general working capital requirements:
- the sixth series for a nominal value of RM300 million, with a 7-year tenure maturing in March 2028;
- the seventh series for a nominal value of RM900 million, with a 5-year tenure maturing in May 2026;
- the eighth series for a nominal value of RM300 million, with a 5-year tenure maturing in September
2026;
- the ninth series for a nominal value of RM250 million, with a 7-year tenure maturing in September
2028; and
- the tenth series for a nominal value of RM150 million, with an 8-year tenure maturing in August 2029.
As at the reporting date, the total outstanding nominal value of the Sukuk Murabahah amounted to RM4.49
billion (2020: RM3.79 billion) with remaining tenure of 2 months to 8 years (2020: 14 months to 7 years).
Subsequent to the end of the financial year, the Group issued its eleventh to thirteenth series of Sukuk
Murabahah for a total nominal value of RM1,100 million with tenure ranging from 5 to 8 years.
The Group has a CMTF facility of up to RM2.3 billion based on the Islamic principle of Murabahah and had fully
drawn down the facility. This facility expires on 7 April 2024 and is repayable in one lump sum on its expiry date.
During the financial year, the Group partially prepaid RM350 million of this facility, reducing the outstanding
facility to RM1.94 billion.
Integrated Annual Report 2021 213
Notes to the Financial Statements
31 December 2021
Financial Statements
29 BORROWINGS (CONTINUED)
The Group has BF-i facility based on the Islamic principle of Murabahah (via a Tawarruq arrangement) of up to
RM500 million. This 7-year facility will expire on 4 June 2027, with RM125 million repayable on 4 June 2026 and
the balance repayable upon maturity.
All borrowings are denominated in Ringgit Malaysia which is the functional currency of the Group.
Contractual
interest/
01 profit rate Total
Maturity profile
02 at reporting carrying
03 date amount < 1 year 1-2 years 2-5 years > 5 years
Group (per annum) RM’million RM’million RM’million RM’million RM’million
04
05 At 31 December 2021
06
Secured
Lease liabilities 3.96% 2,024 262 250 613 899
Unsecured
Term loans 0.75% + COF(1) 500 500 - - -
0.85% + KLIBOR (2)
593 - - 198 395
Islamic Medium Term Notes 3.35% - 5.40% 4,531 1,272 - 2,048 1,211
Notes:
(1)
COF denotes Cost of Funds.
(2)
KLIBOR denotes Kuala Lumpur Interbank Offered Rate.
Financial Statements
29 BORROWINGS (CONTINUED)
Contractual
interest/
profit rate Total
Maturity profile
at reporting carrying
date amount < 1 year 1-2 years 2-5 years > 5 years
Group (per annum) RM’million RM’million RM’million RM’million RM’million
At 31 December 2020
Secured
Lease liabilities 4.18% 1,942 255 237 616 834
01
Unsecured 02
Term loans 0.75% + COF (1)
1,000 - 1,000 - - 03
0.85% + KLIBOR(2) 192 - - - 192 04
05
Islamic Medium Term Notes 3.35% - 5.40% 3,838 - 2,494 841 503
06
CMTF 0.70% + COF (1)
2,293 - - 2,293 -
Notes:
(1)
COF denotes Cost of Funds.
(2)
KLIBOR denotes Kuala Lumpur Interbank Offered Rate.
30 SHARE CAPITAL
(a) LTIP
The Company’s LTIP is governed by the By-Laws which was approved by the shareholders on 28 April 2015
and is administered by the Remuneration Committee which is appointed by the Board of Directors of the
Company, in accordance with the By-Laws. The Remuneration Committee may from time to time, offer LTIP to
eligible employees (including executive director) of the Group and includes any person who is proposed to be
employed as an employee of the Group (including executive director).
The LTIP comprises a Performance Share Grant (“PS Grant”) and a Restricted Share Grant (“RS Grant”). The
salient features of the LTIP are as follows:
(i) The maximum number of new shares which may be made available under the LTIP and/or allotted and
issued upon vesting of the new shares under the LTIP shall not, when aggregated with the total number
of new shares allotted and issued under the existing ESOS, exceed 250,000,000 shares at any point of
time during the duration of the LTIP. The ESOS had expired in 2019;
(ii) The Remuneration Committee shall decide from time to time at its discretion to determine or vary the terms
and conditions of the offer, such as eligibility criteria and allocation for each grant (i.e. the entitlement to
receive new shares under the LTIP), the timing and frequency of the award of the grant, the performance
target and/or performance conditions to be met prior to offer and vesting of the grant and the vesting
period;
(iii) The total number of new shares that may be offered under the LTIP shall be at the discretion of the
Remuneration Committee;
(iv) In the event of any alteration in the capital structure of the Company except under certain circumstances,
the Remuneration Committee may make or provide for alterations or adjustments to be made in the
number of unvested new shares and/or the method and/or manner in the vesting of the new shares
comprised in a grant;
(v) The LTIP shall take effect on the effective date of the implementation of the LTIP and shall be in force for
a period of 10 years, expiring on 31 July 2025;
01
02 (vi) The new shares to be allotted and issued pursuant to the LTIP shall, upon allotment and issuance, rank
equally in all respects with the then existing issued shares and the grant holders shall not be entitled to
03
any dividends, rights, allotments, entitlements and/or any other distributions, for which the entitlement
04
date is prior to the date of issue of the shares; and
05
06 (vii) The share grants will only be vested to the eligible employees of the Group (including an executive
director) who have duly accepted the offer of grants under the LTIP, on their respective vesting dates,
provided the following vesting conditions are fully and duly satisfied:
• eligible employees of the Group (including an executive director) must remain in employment with
the Group and shall not have given notice of resignation or received a notice of termination of
service as at the vesting dates or have left the Group before time of vesting except on a “Good
Leaver” basis.
• eligible employees of the Group (including an executive director) having achieved his/her
performance target and/or performance condition as stipulated by the Remuneration Committee
and as set out in their offer of grants.
During the financial year, 10,500,500 (2020: 8,877,300) PS Grant under the LTIP were granted to the eligible
employees of the Group. Subject to the terms and conditions of the By-Laws governing the LTIP, the employees
shall be entitled to receive new ordinary share in the Company, to be allotted and issued pursuant to the
LTIP (“new shares”), upon meeting the vesting conditions as set out in the letter of offer for the new shares.
The vesting conditions comprising, amongst others, the performance targets and/or conditions for the period
commencing from 1 January 2021 and ending on 31 December 2023, as stipulated by the Remuneration
Committee. The vesting date is on 30 June 2024, subject to meeting such performance targets.
Financial Statements
30 SHARE CAPITAL (CONTINUED)
2021
The weighted average fair value of share grants under the PS Grant based on observable market price was
RM4.73 (2020: RM5.10).
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Pursuant to the terms and conditions of the incentive arrangement which forms part of the employment contract
which an eligible key management personnel had entered into with the Group, the cash incentives payable to
the eligible key management personnel were used to acquire shares of the Company from the open market.
During the financial year, 1,395,100 shares (2020: 2,205,000 shares) of the Company were acquired from the
open market and are currently held by CIMB Commerce Trustee Berhad or its nominee. Subject to fulfilment of
the vesting conditions and the terms of the incentive arrangement, these shares will vest on the eligible key
management personnel on a deferred basis. In addition to the eligible key management personnel’s interest
in these shares, the eligible key management personnel is also deemed interested in such additional number
of shares in the Company which shall only be determinable in the future, to be acquired using future cash
incentives payable to the eligible key management personnel, pursuant to the terms and conditions of such
01 incentive arrangement.
02
Movement in the number of shares under the incentive arrangement was as follows:
03
04
Group
05
2021 2020
06
’million ’million
At 1 January 2 -
Acquired 1 2
At 31 December 3 2
The weighted average fair value of shares acquired under the incentive arrangement based on observable
market price was RM4.69 (2020: RM5.32).
The value of employee services received under the incentive arrangement was RM3 million (2020: RM2 million).
31 RESERVES
The merger relief was created prior to the listing and quotation exercise of the Company’s shares on the Main
Market of Bursa Malaysia Securities Berhad in financial year 2009 (“Listing”) where Maxis Communications
Berhad (“MCB”) implemented a restructuring exercise to consolidate its telecommunications operations in
Malaysia under the Company (“Pre-Listing Restructuring”). The Company acquired the entire issued and paid-
up share capital of the subsidiaries held by MCB. Pursuant to Section 60(4)(a) of the Companies Act, 1965, the
premium on the shares issued by the Company as consideration for the acquisition of the subsidiaries is not
recorded as share premium. The difference between the issue price and the nominal value of shares issued is
classified as merger relief.
The reserve arising from reverse acquisition was created during the Pre-Listing Restructuring exercise where
MMSSB was identified as the accounting acquirer in accordance to MFRS 3 “Business Combination”. The
difference between the issued equity of the Company and issued equity of MMSSB together with the deemed
purchase consideration of subsidiaries other than MMSSB and the cash distribution to MCB, is recorded as
reserve arising from reverse acquisition.
Financial Statements
31 RESERVES (CONTINUED)
2021
At 1 January 69 (20) 49
Net change in hedging:
- fair value gain - 12 12
- reclassified to finance costs 10(b) - * *
LTIP: 01
- share-based payment expense 24 - 24 02
- shares issued (17) - (17) 03
Incentive arrangement: 04
- share-based payment expense 3 - 3 05
- shares acquired (7) - (7) 06
At 31 December 72 (8) 64
2020
At 1 January 76 (9) 67
Net change in hedging:
- fair value loss - (11) (11)
- reclassified to finance costs 10(b) - * *
LTIP:
- share-based payment expense 18 - 18
- shares issued (15) - (15)
Incentive arrangement:
- share-based payment expense 2 - 2
- shares acquired (12) - (12)
At 31 December 69 (20) 49
31 RESERVES (CONTINUED)
Company
2021 2020
RM’million RM’million
Share-based payments
At 1 January 79 76
LTIP:
- share-based payment expense 24 18
- shares issued (17) (15)
01 At 31 December 86 79
02
The share-based payments reserve as at financial year end comprised of:
03
04 (a) discount on shares issued to retail investors in relation to the Listing;
05
(b) fair value of share grants less any shares issued under the LTIP; and
06
(c) fair value of shares less any shares acquired under the incentive arrangement.
The cash flow hedging reserve represents the deferred fair value gain/(loss) relating to derivative financial
instruments used to hedge certain borrowings and forecast transactions of the Group.
The Group’s and the Company’s activities expose them to a variety of financial risks, including market risk (interest
rate risk and foreign exchange risk), credit risk, liquidity risk and capital risk. The Group’s and the Company’s overall
risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the Group’s and the Company’s financial performances. The Group uses derivative financial
instruments to hedge designated risk exposures of the underlying hedge items and does not enter into derivative
financial instruments for speculative purposes.
The Group and the Company have established financial risk management policies and procedures/mandates which
provide written principles for overall risk management, as well as written policies covering specific areas, such as
foreign exchange risk, interest rate risk, credit risk and use of derivative financial instruments.
Market risk is the risk that the fair value or future cash flow of the financial instruments that will fluctuate
because of changes in market prices. The various components of market risk that the Group and the Company
are exposed to are discussed below.
The objectives of the Group’s and of the Company’s currency risk management policies are to allow the
Group and the Company to effectively manage the foreign exchange fluctuation against its functional
currency that may arise from future commercial transactions and recognised assets and liabilities.
Forward foreign exchange contracts are used to manage foreign exchange exposures arising from all
known material foreign currency denominated commitments as and when they arise and to hedge the
movements in exchange rates by establishing the rate at which a foreign currency monetary item will
be settled. Gains and losses on foreign currency forward contracts entered into as hedges of foreign
currency monetary items are recognised in the financial statements when the exchange differences of the
hedged monetary items are recognised in the financial statements.
Financial Statements
32 FINANCIAL RISK MANAGEMENT (CONTINUED)
The currency exposure of financial assets and financial liabilities of the Group and of the Company that
are not denominated in the functional currency of the respective companies are set out below. There is
no currency risk in respect of intragroup receivables and payables since they are all denominated in the
functional currency.
2020
Notes:
(1)
SDR, i.e. Special Drawing Rights represents international accounting settlement rate with international
carriers.
* Less than RM1 million.
The sensitivity of the Group’s profit before tax for the financial year and equity to a reasonably possible
change in the USD exchange rate against the functional currency, RM, with all other factors remaining
constant and based on the composition of assets and liabilities at the reporting date are set out as below.
The impacts on profit before tax for the financial year are mainly as a result of foreign currency gains/
losses on translating of USD denominated receivables, deposits, bank balances and unhedged payables.
For USD payables in a designated hedging relationship, as these are effectively hedged, the foreign
currency movements will not have any impact on the statement of profit or loss.
The Group’s interest rate risk arises from deposits with licensed banks, deferred payment creditors and
borrowings carrying fixed and variable interest rates and for the Company, from its deposits with licensed
banks. The objectives of the Group’s interest rate risk management policies are to allow the Group to
effectively manage the interest rate fluctuation through the use of fixed and floating interest rates debt and
derivative financial instruments. The Group adopts a non-speculative stance which favours predictability
over interest rate fluctuations. The interest rate profiles of the Group’s borrowings are also regularly
reviewed against prevailing and anticipated market interest rates to determine whether refinancing or
early repayment is warranted.
The Group manages its cash flow interest rate risk by using interest rate swap contract. Such swap has
the economic effect of converting certain borrowing from floating rate to fixed rate.
Financial Statements
32 FINANCIAL RISK MANAGEMENT (CONTINUED)
The net exposure of financial assets and financial liabilities of the Group and of the Company to interest
rate risk (before and after taking effect of IRS contract) and the periods in which the borrowings mature or
reprice (whichever is earlier) are as follows:
Weighted
average
effective
interest/
profit rate 01
at reporting Total Floating Fixed interest/profit rate
02
date carrying interest/ 03
(per annum) amount profit rate < 1 year 1-2 years 2-5 years > 5 years
04
Group % RM’million RM’million RM’million RM’million RM’million RM’million
05
At 31 December 2021 06
The net exposure of financial assets and financial liabilities of the Group and of the Company to interest
rate risk (before and after taking effect of IRS contract) and the periods in which the borrowings mature or
reprice (whichever is earlier) are as follows: (continued)
Weighted
average
effective
interest/
01 profit rate
at reporting Total Floating Fixed interest/profit rate
02
03 date carrying interest/
(per annum) amount profit rate < 1 year 1-2 years 2-5 years > 5 years
04
Group % RM’million RM’million RM’million RM’million RM’million RM’million
05
06 At 31 December 2020
Financial Statements
32 FINANCIAL RISK MANAGEMENT (CONTINUED)
The net exposure of financial assets and financial liabilities of the Group and of the Company to interest
rate risk (before and after taking effect of IRS contract) and the periods in which the borrowings mature or
reprice (whichever is earlier) are as follows: (continued)
Weighted
average
effective
interest rate at Total Fixed interest
reporting date carrying rate 01
(per annum) amount < 1 year 02
Company % RM’million RM’million 03
04
At 31 December 2021
05
Loans due from a subsidiary 3.32 308 308 06
Deposits with licensed banks 1.89 28 28
336
At 31 December 2020
The sensitivity of the Group’s profit before tax for the financial year and equity to a reasonably possible
change in RM (2020: RM) interest rates with all other factors held constant and based on composition of
liabilities with floating interest rates as at the reporting date are as follows:
RM
- increased by 0.5% (2020: 0.5%) (15) (17) (*) 2
- decreased by 0.5% (2020: 0.5%) 15 17 * (2)
Notes:
(1)
Represents cash flow hedging reserve.
* Less than RM1 million.
The impact on profit before tax for the financial year is mainly as a result of interest expenses on floating
rate borrowings not in a designated hedging relationship. For borrowings in a designated hedging
relationship, as these are effectively hedged, the interest rate movements will not have any impact on the
statement of profit or loss.
The objectives of the Group’s and of the Company’s credit risk management policies are to manage their
exposure to credit risk from deposits, cash and bank balances, receivables and derivative financial instruments.
They do not expect any third parties to fail to meet their obligations given the Group’s and the Company’s
policies of selecting creditworthy counterparties.
Credit risk of trade receivables is controlled by the application of credit approvals, limits and monitoring
procedures. Credit risks are minimised and monitored via limiting the Group’s dealings with creditworthy
business partners and customers. Trade receivables are monitored on an ongoing basis via the Group’s
01 management reporting and dunning procedures.
02
Concentration of credit risk
03
04
The Group has no significant exposure to any individual customer, geographical location or industry category.
05
Significant credit and recovery risks associated with receivables have been provided for in the financial
06 statements.
The Group applies a simplified approach in calculating ECLs. To measure the ECL, trade receivables and
contract assets have been grouped based on shared credit risk characteristics and the days past due.
The expected loss rates are determined based on 5-year historical ageing profile and the corresponding historical
credit losses experienced within this period. The historical loss rates are adjusted to reflect forward-looking
information on macroeconomic factors affecting the ability of the customers to settle the receivables. Some of
the factors which the Group has identified include unemployment rate, interbank lending rate, Consumer Price
Index (“CPI”) and annual Gross Domestic Product (“GDP”) growth and has adjusted the historical loss rates
based on expected changes in such factors.
Financial Statements
32 FINANCIAL RISK MANAGEMENT (CONTINUED)
Impairment of trade receivables, finance lease receivables and contract assets (continued)
On that basis, the loss allowance was determined as follows for trade receivables, finance lease receivables
and contract assets:
Loss allowance:
Trade receivables (26) (12) (11) (8) (8) (41) (106)
Finance lease
receivables (*) - - - - - (*)
Contract assets (8) - - - - - (8)
(34) (12) (11) (8) (8) (41) (114)
Notes:
(1)
The expected loss rate comprises of customers with different risk profiles and excludes individual specific
loss rate.
* Less than RM1 million.
Impairment of trade receivables, finance lease receivables and contract assets (continued)
31 December 2020
01
Expected loss
02
rate(1) 0.6%-11.9% 2.9%-20.8% 12.0%-69.0% 30.9%-88.5% 46.0%-100% 64.0%-100%
03
04 Gross carrying
05 amount:
Loss allowance:
Trade receivables (53) (16) (15) (13) (10) (64) (171)
Finance lease
receivables (1) - - - - - (1)
Contract assets (9) - - - - - (9)
(63) (16) (15) (13) (10) (64) (181)
Note:
(1)
The expected loss rate comprises of customers with different risk profiles and excludes individual specific
loss rate.
Financial Statements
32 FINANCIAL RISK MANAGEMENT (CONTINUED)
Impairment of trade receivables, finance lease receivables and contract assets (continued)
Movement on the Group’s loss allowances for receivables and contract assets is as follows:
Finance lease
Trade receivables receivables Contract assets Total
2021 2020 2021 2020 2021 2020 2021 2020
Group Note RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million
01
1 January 171 144 1 1 9 3 181 148 02
Charged to 03
statement of 04
profit or loss 11 89 367 - 3 4 9 93 379 05
Reversed from 06
statement of
profit or loss 11 (24) (58) (1) (3) (5) (3) (30) (64)
Amount written
off (130) (282) - - - - (130) (282)
31 December 106 171 * 1 8 9 114 181
For deposits, cash and bank balances, the Group and the Company seek to ensure that cash assets are invested
safely and profitably by assessing counterparty risks and allocating placement limits for various creditworthy
financial institutions.
While deposits, cash and bank balances are also subject to the impairment requirements, the identified
impairment loss was immaterial.
The Group enters into the contracts with various reputable counterparties to minimise the credit risks. The
Group considers the risk of material loss in the event of non-performance by the above parties to be unlikely.
The Group’s maximum exposure to credit risk is equal to the carrying value of those financial instruments.
Other financial assets at amortised cost include other receivables, deposits and amounts due from related
parties. The movement on Group’s loss allowances for other financial assets at amortised cost is as follows:
Group
2021 2020
Note RM’million RM’million
06 31 December 36 28
1 January - -
Charged to statement of profit or loss 11 5 -
31 December 5 -
The objectives of the Group’s and of the Company’s liquidity risk management policies are to monitor rolling
forecasts of the Group’s and of the Company’s liquidity requirements to ensure they have sufficient cash to
meet operational and financing needs as and when they fall due, availability of funding via credit lines, whilst
meeting external debt covenant compliance. Surplus cash held is invested in interest bearing money market
deposits and time deposits. The Group and the Company are exposed to liquidity risk where there may be
difficulty in raising funds to meet commitments associated with financial instruments.
As at 31 December 2021, the Group has RM5.5 billion that is available for issuance under the Unrated Sukuk
Murabahah Programme, as disclosed in Note 29 to the financial statements, and available credit facilities of
RM0.5 billion. The Group is able to issue new Sukuk and/or drawdown the available credit facilities to finance its
capital expenditure, working capital and/or other funding requirements. There is no restriction under the terms
of the Unrated Sukuk Murabahah Programme and the available credit facilities for such intended purposes.
Financial Statements
32 FINANCIAL RISK MANAGEMENT (CONTINUED)
The undiscounted contractual cash flow payables under the financial instruments as at the reporting date are
as follows:
At 31 December 2021
Notes:
(1)
Foreign currency denominated financial instruments are translated to RM using closing rate as at the
reporting date.
(2)
As the amounts included in the table are the contractual undiscounted cash flows, these amounts will not
reconcile with the amounts disclosed in the statements of financial position.
The undiscounted contractual cash flow payables under the financial instruments as at the reporting date are
as follows: (continued)
At 31 December 2021
Payables and accruals 1 1
Amount due to a subsidiary * *
1 1
01
02 At 31 December 2020
03 Payables and accruals 1 1
04 Amount due to a subsidiary * *
05 1 1
06
* Less than RM1 million.
The Group’s and the Company’s objective when managing capital is to safeguard the Group’s and the Company’s
abilities to continue as a going concern while at the same time provide returns for shareholders and benefits for
other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group and the Company may adjust the amount of
dividends paid to shareholders, issue new shares or return capital to shareholders.
Under the requirement of Bursa Malaysia Securities Berhad Practice Note No. 17/2005, the Company is required
to maintain a consolidated shareholders’ equity of more than 25% of the issued and paid-up capital (excluding
treasury shares) and maintain such shareholders’ equity of not less than RM40 million. The Company has
complied with this requirement.
The external lenders require the borrower, MBSB, to maintain financial covenant ratios on its net debt (including
bank guarantees issued) to EBITDA and EBITDA to interest expense. These financial covenant ratios have been
fully complied with by MBSB for the financial year ended 31 December 2021.
Financial Statements
32 FINANCIAL RISK MANAGEMENT (CONTINUED)
The Group also monitors capital which comprise of borrowings and equity on the basis of the gearing ratio.
This ratio is calculated as net debt divided by total equity. Net debt is calculated as total interest bearing
financial liabilities (include current and non-current borrowings and derivative financial instruments designated
in hedging relationship on borrowings on a net basis as shown in the statements of financial position but
exclude payables under deferred payment schemes as disclosed in Note 28 to the financial statements) less
deposits, cash and bank balances. Total equity is calculated as ‘equity’ as shown in the statements of financial
position. The gearing ratios at reporting dates were as follows:
Group
2021 2020
RM’million RM’million 01
Note (Restated) 02
03
Total interest bearing financial liabilities 10,098 9,780 04
Less: Deposits, cash and bank balances 26 (1,191) (735) 05
Net debt 8,907 9,045 06
Total equity 6,725 6,715
Gearing ratio 1.3 1.3
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
The carrying amounts of financial assets and financial liabilities of the Group at the reporting date
approximated their fair values except as set out below measured using Level 3 valuation technique:
Group
2021 2020
Carrying Carrying
amount Fair value amount Fair value
Note RM’million RM’million RM’million RM’million
Financial liability:
Borrowings
- Islamic Medium Term
Notes 29 4,531 4,569 3,838 3,911
The valuation technique used to derive the Level 3 disclosure for financial liability is based on the
estimated cash flow and discount rate of the Group.
Integrated Annual Report 2021 233
Notes to the Financial Statements
31 December 2021
Financial Statements
The following table represents the financial assets and financial liabilities measured at fair value, using
Level 2 valuation technique, at reporting date:
Group
2021 2020
Note RM’million RM’million
The following table represents the financial liabilities measured at fair value, using Level 3 valuation
technique, at reporting date:
Group
2021 2020
RM’million RM’million
At 1 January 19 -
Additions 3 18
Accretion of finance cost * 1
At 31 December 22 19
The fair value of financial liabilities is calculated based on the estimated cash flow discounted at the
incremental borrowing rate.
Financial Statements
32 FINANCIAL RISK MANAGEMENT (CONTINUED)
Financial assets at FVOCI comprise equity securities which are not held for trading, and which the Group
and Company have elected at initial recognition to recognise in this category.
The Group and Company hold investments that are unlisted securities, and measured at fair value, using
Level 3 valuation technique, at reporting date:
Group Company
2021 2020 2021 2020
Note RM’million RM’million RM’million RM’million 01
02
Financial assets at FVOCI 20 4 4 4 4 03
04
The valuation technique used to derive the Level 3 disclosure for financial asset is based on the estimated
05
cash flow and discount rate of the underlying counterparty.
06
(f) Offsetting financial assets and financial liabilities
The following financial assets are subject to offsetting, enforceable master netting arrangements and
similar arrangements.
Gross
amounts of Net amounts
recognised of financial
financial assets Related amounts not off-set
Gross liabilities presented in the statement of financial
amounts of set-off in the in the position
recognised statement statement Cash
financial of financial of financial Financial collateral
assets position position instruments received Net amount
Group RM’million RM’million RM’million RM’million RM’million RM’million
At 31 December 2021
Receivables and
deposits 459 (67) 392 - (25) 367
Amounts due from
related parties 21 (15) 6 - - 6
480 (82) 398 - (25) 373
At 31 December 2020
Receivables and
deposits 528 (56) 472 - (26) 446
Amounts due from
related parties 14 (10) 4 - - 4
542 (66) 476 - (26) 450
The following financial liabilities are subject to offsetting, enforceable master netting arrangements and
similar arrangements.
Gross
amounts of Net amounts
recognised of financial
financial liabilities Related amounts not off-set
Gross assets presented in the statement of financial
amounts of set-off in the in the position
01
recognised statement statement Cash
02 financial of financial of financial Financial collateral
03 liabilities position position instruments received Net amount
04 Group RM’million RM’million RM’million RM’million RM’million RM’million
05
At 31 December 2021
06
Payables and accruals 204 (67) 137 (24) - 113
Amounts due to related
parties 35 (15) 20 - - 20
239 (82) 157 (24) - 133
At 31 December 2020
33 CAPITAL COMMITMENTS
Capital expenditure contracted for at the end of reporting date but not recognised as liabilities is as follows:
Group
2021 2020
RM’million RM’million
Financial Statements
34 RELATED PARTIES
In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other
significant transactions, balances and commitments. The related party transactions described below were carried out
on agreed terms with the related parties. None of these balances are secured.
Notes:
The Group has entered into the above related party transactions with parties whose relationships are set out below.
Usaha Tegas Sdn. Bhd. (“UTSB”), Saudi Telecom Company and Harapan Nusantara Sdn. Bhd. are parties related to
the Company, by virtue of having joint control over Binariang GSM Sdn. Bhd. (“BGSM”), pursuant to a shareholders’
agreement in relation to BGSM. BGSM is the ultimate holding company of the Company.
The ultimate holding company of UTSB is PanOcean Management Limited (“PanOcean”). PanOcean is the trustee of
a discretionary trust, the beneficiaries of which are members of the family of Ananda Krishnan Tatparanandam (“TAK”)
and foundations including those for charitable purposes. Although PanOcean is deemed to have an interest in all
of the shares of the Company in which UTSB has an interest, PanOcean does not have any economic or beneficial
interest in the shares of the Company, as such interest is held subject to the terms of the discretionary trust.
Notes: (continued)
(1)
Subsidiary of a company which is an associate of UTSB
(2)
A major shareholder of BGSM, as described above
(3)
Indirect subsidiary of a company in which TAK has a 100% direct equity interest
(4)
Subsidiary of BGSM
(5)
Subsidiary of UTSB
(6)
Subsidiary of a company whereby a person connected to TAK has a deemed equity interest
(7)
Associate of UTSB
* Less than RM1 million.
Company
2021 2020
01 RM’million RM’million
02
03 Management fees charged by a subsidiary 3 3
35 RESTATEMENT OF COMPARATIVES
During the year, the Group changed its basis for determining the measurement of deferred tax on its intangible
assets with indefinite useful life, based on the principles clarified by the IFRIC Agenda Decision on “Expected manner
of recovery of indefinite life intangible assets when measuring deferred tax”. In measuring deferred tax on intangible
assets with indefinite useful life, the Group is of the view that it is appropriate that the expected manner of recovery
of the carrying amounts is through use and has reflected the related tax consequences retrospectively.
Arising from the above, the Group recognised deferred tax liabilities of RM335 million on its intangible assets with
indefinite useful life, with a corresponding decrease to the retained earnings as at 1 January 2020. The details of the
restatement are as follows:
As previously
reported Adjustments Restated
Group RM’million RM’million RM’million
At 31 December 2020
Net assets
Deferred tax liabilities 382 335 717
Equity
Retained earnings 4,454 (335) 4,119
At 1 January 2020
Net assets
Deferred tax liabilities 199 335 534
Equity
Retained earnings 4,402 (335) 4,067
The change has no impact on the profit after tax of the Group and the Company for the financial year ended
31 December 2020.
Financial Statements
36 CONTINGENT LIABILITIES
In the normal course of business, there are contingent liabilities arising from legal recourse sought by the Group’s
customers or vendors and indemnities given to financial institutions on bank guarantees. There were no material
losses anticipated as a result of these transactions.
Maxis Broadband Sdn. Bhd. (“MBSB”), a wholly owned subsidiary of the Company, was served with the below notices
of additional assessment with penalties by Inland Revenue Board (“IRB”). MBSB has appealed and initiated legal
proceedings to challenge the basis and validity of these additional assessments:
(i) In November 2019, the IRB disallowed MBSB from its entitlement to incremental chargeable income exemption
for Year of Assessment 2017. A notice of additional assessment of RM37.4 million was issued (“ICI Notice”).
The Kuala Lumpur High Court (“High Court”) had granted and subsequently extended the interim stay of the
enforcement of the ICI Notice until the hearing of MBSB’s leave application challenging the ICI Notice;
01
(ii) In November 2020, the IRB disallowed MBSB’s deduction of interest expenses incurred for the Years of 02
Assessment 2016 and 2017. Notices of additional assessment totalling RM140 million were issued (“2020
03
Notices”). The High Court had granted and subsequently extended the interim stay of the enforcement of the
04
2020 Notices until the hearing of MBSB’s leave application challenging the 2020 Notices; and
05
(iii) In the current financial year, the IRB disallowed MBSB’s deduction of interest expenses incurred for the Years 06
of Assessment 2018 and 2019. Notices of additional assessment totalling RM230 million were issued (“2021
Notices”). The High Court has granted and subsequently extended the interim stay of the enforcement of the
2021 Notices until the hearing of the IRB’s intervener application.
The Directors are of the view that no provision is required in the financial statements at this juncture based on the
facts surrounding the above additional assessments received from the IRB and the legal view obtained from external
legal counsel that there is sufficient evidence and case law to support MBSB’s appeals and proceedings against the
ICI Notice and 2020/2021 Notices.
In February 2021, the Government of Malaysia announced its MyDIGITAL initiative and the Malaysia Digital Economy
Blueprint which include bringing 5G to Malaysians in stages and to accelerate the digitalisation of the Malaysian
economy. The Group is fully supportive of the objectives of MyDIGITAL and JENDELA and remains committed to play
its part to offer the best 5G innovation to benefit the people and businesses in the country with its expertise and
resources. This is aligned to the Group’s own accelerated strategy of being Malaysia’s leading converged solutions
provider and building additional fibre coverage.
In March 2021, the Ministry of Finance announced the adoption of a 5G SWN with a Government Special Purpose
Vehicle to own, implement and manage 5G infrastructure and provide equal access wholesale 5G services to
licensed telecommunications companies. The commercial 5G launch details remain under industry-wide negotiation
and when finalised, could affect the Group’s execution approaches, timelines and future financial performance. The
Group is assessing the impact based on the information available.
In July 2021, Malaysian Communications and Multimedia Commission (“MCMC”) issued new Standard Radio System
Plans (“SRSP”) and identified 700MHz, 3.5GHz and 26/28GHz as the only spectrum bands to support 5G services
in Malaysia. At the same time, MCMC revised the existing SRSP for spectrum bands 900MHz, 1800MHz, 2100MHz
and 2600MHz to support up to 4G services only. These changes have affected the Maxis’ ability to repurpose its
spectrum to radiate future radio technologies beyond 4G. The impact to the useful life of spectrum rights has been
disclosed in Note 16.
(a) On 14 January 2022, the Group acquired the entire share capital of Mykris Asia Sdn. Bhd. (“MYA”), a company that
provides managed network services and security solutions, to reinforce the Group’s capacity and capabilities
to support the Group’s corporate customers. The purchase consideration comprises a base consideration of
RM115 million and subsequent payments of RM42.5 million which are payable over 3 years upon certain revenue
targets being achieved. Contribution of revenue and expenses to the Group is recognised from the beginning
of the financial year in which MYA was acquired. Acquisition related costs of RM2 million have been recognised
as expenses in profit or loss during the financial year.
As the initial accounting for this acquisition is not complete at the time that the financial statements were
authorised for issue, details of the values of the assets acquired and liabilities assumed are not disclosed.
(b) On 11 February 2022, the Group accepted the offer from MCMC for the spectrum assignment of 2x10MHz of
01 2600MHz for an upfront fee of RM11.76 million and an annual fee of RM20.75951 million for the SA period. The
02 SA is valid for 5 years and will be effective on 1 July 2022. The upfront fee was paid in full together with the
acceptance of the offer.
03
04
05 39 APPROVAL OF FINANCIAL STATEMENTS
06
The financial statements have been approved for issue in accordance with a resolution of the Board of Directors on
24 February 2022.
Financial Statements
We, Tan Sri Mokhzani bin Mahathir and Alvin Michael Hew Thai Kheam, being two of the Directors of Maxis Berhad, do
hereby state that, in the opinion of the Directors, the accompanying financial statements set out on pages 145 to 240 are
drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
Companies Act 2016 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company
as at 31 December 2021 and of their financial performance and cash flows for the year then ended.
Signed on behalf of the Board of Directors in accordance with their resolution dated 24 February 2022.
TAN SRI MOKHZANI BIN MAHATHIR ALVIN MICHAEL HEW THAI KHEAM
DIRECTOR DIRECTOR
01
02
Kuala Lumpur
03
04
05
06
Statutory Declaration
Pursuant to Section 251(1) of the Companies Act 2016
I, Norman Wayne Treeby, the officer primarily responsible for the financial management of Maxis Berhad, do solemnly and
sincerely declare that the financial statements set out on pages 145 to 240 are, to the best of my knowledge and belief,
correct, and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions
of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the abovenamed Norman Wayne Treeby at Kuala Lumpur in Malaysia on 24 February
2022, before me.
Our opinion
In our opinion, the financial statements of Maxis Berhad (“the Company”) and its subsidiaries (“the Group”) give a true
and fair view of the financial position of the Group and of the Company as at 31 December 2021, and of their financial
performance and their cash flows for the financial year then ended in accordance with Malaysian Financial Reporting
Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.
We have audited the financial statements of the Group and of the Company, which comprise the statements of financial
position as at 31 December 2021 of the Group and of the Company, and the statements of profit or loss, statements of
comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company
01 for the financial year then ended, and notes to the financial statements, including a summary of significant accounting
02 policies, as set out on pages 145 to 240.
03
Basis for opinion
04
05
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on
06 Auditing. Our responsibilities under those standards are further described in the “Auditors’ responsibilities for the audit of
the financial statements” section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct
and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards)
(“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA
Code.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements of the Group and of the Company. In particular, we considered where the Directors made subjective judgements;
for example, in respect of significant accounting estimates that involved making assumptions and considering future
events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal
controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of
material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial
statements as a whole, taking into account the structure of the Group and of the Company, the accounting processes and
controls, and the industry in which the Group and the Company operate.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the Group and of the Company for the current financial year. These matters were addressed in the
context of our audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Financial Statements
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)
Group
Key audit matters How our audit addressed the key audit matters
Assessment of carrying value of goodwill and We performed the following audit procedures on the value-
telecommunications licences in-use (“VIU”) calculations which were based on cash flow
projections that cover a period of 5 years comprising the
Refer to Note 3(d) - Summary of significant accounting approved financial budget for 2022 and projections for the
policies: Intangible assets, Note 4(b) - Critical accounting next 4 years:
estimates and judgements: Impairment assessment of
intangible assets - goodwill and Note 16 - Intangible assets • Evaluated the reasonableness of the Directors’
assessment that the converged telecommunications
We focused on this area due to the size of the carrying services and solutions is the cash generating unit 01
value of goodwill and telecommunications licences, which (“CGU”) which represents the smallest identifiable group
represented 43% of total assets as at 31 December 2021, of assets that generate independent cash inflows, by 02
and the estimation of the recoverable amount which understanding the business model of the Group; 03
requires significant assumptions and judgements on the 04
future cash flows, terminal growth rate and discount rate • Discussed with management on the key assumptions
05
applied. used in the five-year VIU cash flows which include the
compounded revenue and earnings before interest, tax, 06
Based on the annual impairment test performed, the depreciation and amortisation annual growth rates and
Directors concluded that no impairment is required for performed the following:
goodwill and telecommunications licences. The key
assumptions and sensitivities are disclosed in Note 16 to - Agreed the five-year VIU cash flows to the financial
the financial statements. budget for 2022 and projections for the next 4 years
approved by the Directors;
Group (continued)
Key audit matters How our audit addressed the key audit matters
Assessment of carrying value of goodwill and Based on the procedures performed above, we did not
telecommunications licences (continued) find any material exceptions to the Directors’ conclusion
that the goodwill and telecommunications licences are not
impaired as at 31 December 2021.
Assessment of useful life of spectrum rights We performed the following audit procedures to assess the
useful life of spectrum rights:
Refer to Note 3(d) - Summary of significant accounting
policies: Intangible assets, Note 4(a) - Critical accounting • Obtained and read the revised SRSP issued by the
01 estimates and judgements: Estimated useful lives and MCMC and discussed the financial impact as a result of
02 impairment assessment of intangible assets – spectrum the change of the SRSP with management;
03 rights and Note 16 - Intangible assets
• Reviewed management’s basis in determining the
04 During the financial year, the Malaysian Communications expected useful life of the spectrum rights;
05 and Multimedia Commission (“MCMC”) revised the existing
Standard Radio System Plans (“SRSP”) for certain spectrum • Checked management’s computation of the amortisation
06
bands to support up to 4G services only. As a result, the charges of the spectrum rights and the related deferred
Group revised the expected useful life of its spectrum tax impact arising from the revision of the useful life of
rights from indefinite to a finite life based on the remaining the spectrum rights from indefinite to a finite life; and
Spectrum Assignment (“SA”) terms of the respective
spectrum bands. The impact arising from the change in • Reviewed the adequacy of the disclosures in the
accounting estimate has been adjusted prospectively as financial statements.
disclosed in Note 16 to the financial statements.
Based on the procedures performed above, we did not
We focused on this area due to the significant judgement find any material exceptions to the Directors’ assessment
involved in determining the expected useful life of on the change in the expected useful life of the spectrum
spectrum rights, taking into consideration factors such as rights during the year.
developments in the regulatory and technology landscape,
expected use of the spectrum rights, and contractual
periods of the spectrum assignments.
Notices of additional tax assessments from the Inland We performed the following audit procedures in relation to
Revenue Board the additional tax assessments:
Refer to Note 3(x) - Summary of significant accounting • Examined the correspondences between the Group
policies: Contingent liabilities, Note 4(f) - Critical accounting and the IRB in the current financial year;
estimates and judgements: Income taxes and Note 36 -
Contingent liabilities • Assessed the matters in dispute based on advice
received from our own tax experts to review the basis
The Group received notices of additional assessments of application of the relevant tax laws;
from the Inland Revenue Board (“IRB”) in the prior and
current years on: • Obtained an updated independent legal confirmation
from the Group’s appointed external legal counsel; and
• disallowance of the Group’s entitlement to incremental
chargeable income exemption for Year of Assessment • Reviewed the adequacy of disclosures in the financial
(“YA”) 2017 of RM37.4 million (“ICI Notice”); statements.
• disallowance of interest expenses deduction for YA Based on the procedures performed above, we did not
2016 and 2017 totalling RM140 million (“2020 Notices”); find any material exceptions to the Directors’ judgement
and in assessing the potential tax liabilities arising from these
matters.
• disallowance of interest expenses deduction for YA
2018 and 2019 totalling RM230 million (“2021 Notices”).
Financial Statements
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)
Group (continued)
Key audit matters How our audit addressed the key audit matters
Notices of additional tax assessments from the Inland
Revenue Board (continued)
Refer to Note 3(u) - Summary of significant accounting • Evaluated and tested the IT general controls and key
policies: Income recognition, Note 4(e) - Critical accounting controls on material revenue streams over:
estimates and judgements: Revenue recognition for
contracts with customers and Note 6 - Revenue - capture and recording of revenue transactions;
The Group’s revenue of RM9.2 billion during the financial - authorisation of rate changes and the input of this
year ended 31 December 2021 comprised primarily of information to the billing systems; and
telecommunications services and solutions revenue
and sales of devices of RM7.9 billion and RM1.2 billion - accuracy of calculation of amounts billed to
respectively. customers;
We focused on this area because there is an inherent • For material revenue streams, we obtained supporting
risk around the accuracy of revenue recorded given evidence such as customer contracts, invoices and
the complexity of systems and the impact of various relevant supporting documents to test the occurrence
pricing models for different revenue products to revenue and measurement on a sampling basis;
recognition. Revenue processed by billing systems is
complex and involves large volumes of data with different • Reviewed management’s assessment of the
products sold, services and price changes. identification of separate performance obligations over
material customer contracts with bundling arrangements
In addition, management exercises judgement in the areas and sighted to the customer contracts on a sampling
below: basis;
• Certain contracts with customers are bundled • Reviewed management’s analysis in determining
packages that may include sale of products whether the Group is acting as a principal or an agent in
and telecommunications services and solutions relation to the sale of devices based on the contractual
that comprise voice, data and other converged terms and conditions in the contracts with customers
telecommunications services; and suppliers; and
• Individual products and services are accounted for as • Examined material non-standard journal entries and
separate performance obligations if they are distinct other adjustments posted to revenue accounts.
promised goods and services. Judgement is involved
in identifying if products and services with the bundled Based on the procedures performed above, we did not find
package are distinct as a separate promised products any material exceptions in the revenue recognised during
and services; and the financial year.
Group (continued)
Key audit matters How our audit addressed the key audit matters
Assessment of funding requirements and ability to meet We performed the following audit procedures:
the short term obligations
• Checked management’s cash flow forecasts for the
Refer to Note 32(c) - Financial Risk Management: Liquidity Group over the period of 12 months from the date of the
Risk financial statements to the annual budget and cash flow
projections which includes operating, investing and
As at 31 December 2021, the Group had short term financing cash flows approved by the Directors;
payables and accruals of RM4.1 billion and short term
01 borrowings of RM2.0 billion. We focused on the Group’s • Discussed with management on key assumptions used
funding and ability to meet its short term obligations due in the cash flow forecasts including cash collection
02 to the significant amount of the short term liabilities, which trends, payment profiles and significant transactions
03 resulted in the current liabilities of the Group exceeding that may occur in developing the cash flow forecasts for
04 current assets by RM3.3 billion at that date. the Group;
05
The Group’s ability to obtain funding from existing facilities • Checked the borrowing repayment profile of the Group
06 is disclosed in Note 32(c) to the financial statements. against the loan agreements; and
Company
Key audit matters How our audit addressed the key audit matters
Recoverability of the carrying value of cost of investments We performed the following audit procedures on the VIU
in subsidiaries calculations which were based on cash flow projections
that cover a period of 5 years comprising the approved
Refer to Note 3(g) - Summary of significant accounting financial budget for 2022 and projections for the next 4
policies: Impairment of non-financial assets, Note 4(a) - years:
Critical accounting estimates and judgements - Company:
Investments in subsidiaries and Note 18(a) - Investments in • Discussed with management on the key assumptions
subsidiaries used in the five-year VIU cash flows which include the
compounded revenue and earnings before interest, tax,
As at 31 December 2021, the carrying value of the cost of depreciation and amortisation annual growth rates and
investments in subsidiaries is RM25.1 billion. performed the following:
The Group performed an impairment assessment of the - Agreed the five-year VIU cash flows to the financial
cost of investment in a subsidiary during the year as budget for 2022 and projections for the next 4 years
there are indicators of impairment of this subsidiary. The approved by the Directors;
recoverable amount of the subsidiary was determined
by the Directors based on the VIU method. Based on the - Compared the historical forecasting for 2021
Directors’ assessment, the recoverable amount of the to actual results to assess the reliability of
subsidiary exceeds the carrying value of the investment in management’s estimates;
the subsidiary and therefore no impairment is required.
- Compared the compounded revenue annual growth
We focused on this area due to the estimation of the rates in the projection periods to historical results
recoverable amounts which is inherently uncertain and and telecommunications industry forecasts;
requires significant judgement on the future cash flows,
terminal growth rates and discount rate applied. - Assessed the impact of the changes in the key
assumptions used for the VIU cash flows from 2021;
and
Financial Statements
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)
Company (continued)
Key audit matters How our audit addressed the key audit matters
Recoverability of the carrying value of cost of investments We performed the following audit procedures on the VIU
in subsidiaries (continued) calculations which were based on cash flow projections
that cover a period of 5 years comprising the approved
financial budget for 2022 and projections for the next 4
years: (continued)
Information other than the financial statements and auditors’ report thereon
The Directors of the Company are responsible for the other information. The other information comprises the Directors’
Report and Statement of Risk Management and Internal Control, which we obtained prior to the date of this auditors’ re-
port, and other sections of the 2021 Annual Report, which is expected to be made available to us after that date. Other
information does not include the financial statements of the Group and of the Company and our auditors’ report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
Information other than the financial statements and auditors’ report thereon (continued)
If, based on the work we have performed on the other information that we obtained prior to the date of this auditors’ report,
we conclude that there is a material misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
The Directors of the Company are responsible for the preparation of the financial statements of the Group and of the
Company that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial
Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The Directors are also responsible for
such internal control as the Directors determine is necessary to enable the preparation of financial statements of the Group
01 and of the Company that are free from material misstatement, whether due to fraud or error.
02
In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the
03
Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
04
concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the
05 Company or to cease operations, or have no realistic alternative but to do so.
06
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis
of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s and of the Company’s internal control.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the Directors.
(d) Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s or on the Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the
financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future
events or conditions may cause the Group or the Company to cease to continue as a going concern.
Financial Statements
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)
(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company,
including the disclosures, and whether the financial statements of the Group and of the Company represent the
underlying transactions and events in a manner that achieves fair presentation.
(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
01
We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding 02
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear
03
on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
04
05
From the matters communicated with the Directors, we determine those matters that were of most significance
in the audit of the financial statements of the Group and of the Company for the current financial year and are 06
therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
OTHER MATTERS
This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the
Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the
content of this report.
Kuala Lumpur
24 February 2022
SHARE CAPITAL
No. of % of No. of % of
Size of Holdings Shareholders Shareholders Shares Held Issued Shares
Category of Shareholders
as at 24 February 2022
No. of % of No. of % of
Category of Shareholders Shareholders Shareholders Shares Held Issued Shares
Note:
Information in the above table is based on the Record of Depositors dated 24 February 2022.
Other Information
Based on the Register of Directors’ Shareholdings and the Record of Depositors, the interests of the Directors in the shares
of the Company (both direct and indirect) as at 24 February 2022 are as follows:
Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda 750,000 – 0.01 –
Tan Sri Mokhzani bin Mahathir 750,000 1,000 (1)
0.01 #
Notes:
#
Negligible
(1)
Deemed interest and these shares are currently held by CIMB Commerce Trustee Berhad or its nominee pursuant to
the terms and conditions of a share-based incentive arrangement arising under the employment agreement entered
by him, as Chief Executive Officer of Maxis, with Maxis Broadband Sdn Bhd (“Employment Agreement”), a wholly-
owned subsidiary of Maxis. Pursuant to the aforesaid arrangement, a cash incentive was used to acquire shares of
Maxis from the open market and such shares are currently held by CIMB Commerce Trustee Berhad or its nominee.
These Maxis shares shall, subject to the satisfaction of the vesting conditions and the terms and conditions of
the Employment Agreement, vest in him on 30 June 2022. The vesting conditions comprise, amongst others, the
performance targets for the financial years 2019, 2020 and 2021, as stipulated by Maxis’ Remuneration Committee.
(2)
Deemed interest and these shares are currently held by CIMB Commerce Trustee Berhad or its nominee pursuant to
the terms and conditions of a share-based incentive arrangement arising under the employment agreement entered
by him, as Chief Executive Officer of Maxis, with Maxis Broadband Sdn Bhd (“Employment Agreement”), a wholly-
owned subsidiary of Maxis. Pursuant to the aforesaid arrangement, a cash incentive was used to acquire shares of
Maxis from the open market and such shares are currently held by CIMB Commerce Trustee Berhad or its nominee.
These Maxis shares shall, subject to the satisfaction of the vesting conditions and the terms and conditions of
the Employment Agreement, vest in him on 30 June 2023. The vesting conditions comprise, amongst others, the
performance targets for the financial years 2020, 2021 and 2022, as stipulated by Maxis’ Remuneration Committee.
(3)
Allotment and issuance of new shares in Maxis to him pursuant to the vesting of shares granted on 27 December
2018 under the Maxis LTIP. The shares were granted to him as Chief Operating Officer and now vested in him as Chief
Executive Officer.
(4)
Deemed interest and these shares are currently held by CIMB Commerce Trustee Berhad or its nominee pursuant to
01 the terms and conditions of a share-based incentive arrangement arising under the employment agreement entered
02 by him, as Chief Executive Officer of Maxis, with Maxis Broadband Sdn Bhd (“Employment Agreement”), a wholly-
owned subsidiary of Maxis. Pursuant to the aforesaid arrangement, a cash incentive was used to acquire shares of
03
Maxis from the open market and such shares are currently held by CIMB Commerce Trustee Berhad or its nominee.
04
These Maxis shares shall, subject to the satisfaction of the vesting conditions and the terms and conditions of
05
the Employment Agreement, vest in him on 30 June 2024. The vesting conditions comprise, amongst others, the
06 performance targets for the financial years 2021, 2022 and 2023, as stipulated by Maxis’ Remuneration Committee.
Other Information
No Name No. of Shares Held %
Note:
Information in the above table is based on the Record of Depositors dated 24 February 2022.
Other Information
The shareholders holding more than 5% interest, direct and indirect, in the ordinary shares in Maxis Berhad (“the Company”)
(“Shares”) based on the Register of Substantial Shareholders of the Company as at 24 February 2022 are as follows:
Direct Indirect
No. of No. of
Name of Substantial Shareholder Shares Held % Shares Held %
Notes:
* Negligible
(1)
BGSM Management’s deemed interest in the Shares arises by virtue of BGSM Management holding 100% equity
interest in BGSM Equity.
(2)
BGSM’s deemed interest in the Shares arises by virtue of BGSM holding 100% equity interest in BGSM Management.
See Note (1) above for BGSM Management’s deemed interest in the Shares.
(3)
UTE’s deemed interest in the Shares arises through its wholly-owned subsidiaries, namely, Wilayah Resources Sdn.
Bhd., Tegas Puri Sdn. Bhd., Besitang Barat Sdn. Bhd. and Besitang Selatan Sdn. Bhd. which hold in aggregate 37%
equity interest in BGSM. See Note (2) above for BGSM’s deemed interest in the Shares.
(4)
Usaha Tegas’ deemed interest in the Shares arises by virtue of Usaha Tegas holding 100% equity interest in UTE.
See Note (3) above for UTE’s deemed interest in the Shares.
(5)
PSIL’s deemed interest in the Shares arises by virtue of PSIL holding 99.999% equity interest in Usaha Tegas.
See Note (4) above for Usaha Tegas’ deemed interest in the Shares.
(6)
PanOcean holds 100% equity interest in Excorp which in turn holds 100% equity interest in PSIL. See Note (5) above
for PSIL’s deemed interest in the Shares. PanOcean is the trustee of a discretionary trust, the beneficiaries of which
are members of the family of TAK and foundations including those for charitable purposes. Although PanOcean is
deemed to have an interest in such Shares, it does not have any economic or beneficial interest in such Shares, as
such interest is held subject to the terms of such discretionary trust.
(7)
TAK’s deemed interest in the Shares arises by virtue of PanOcean’s deemed interest in the Shares. See Note (6)
above for PanOcean’s deemed interest in the Shares. Although TAK is deemed to have an interest in such Shares,
he does not have any economic or beneficial interest in such Shares, as such interest is held subject to the terms of
a discretionary trust referred to in Note (6) above.
(8)
Harapan Nusantara’s deemed interest in the Shares arises through its wholly-owned subsidiaries, namely, Mujur
Anggun Sdn. Bhd., Cabaran Mujur Sdn. Bhd., Anak Samudra Sdn. Bhd., Dumai Maju Sdn. Bhd., Nusantara Makmur
Sdn. Bhd., Usaha Kenanga Sdn. Bhd. and Tegas Sari Sdn. Bhd. (collectively, “Harapan Nusantara Subsidiaries”), which
01 hold in aggregate 30% equity interest in BGSM. See Note (2) above for BGSM’s deemed interest in the Shares. The
02 Harapan Nusantara Subsidiaries hold their deemed interest in such Shares under discretionary trusts for Bumiputera
objects. As such, Harapan Nusantara does not have any economic interest in such Shares as such interest is held
03
subject to the terms of such discretionary trusts.
04
05 (9)
His deemed interest in the Shares arises by virtue of his 25% direct equity interest in Harapan Nusantara. However, he
06 does not have any economic interest in such Shares as such interest is held subject to the terms of the discretionary
trusts referred to in Note (8) above.
(10)
STCM’s deemed interest in the Shares arises by virtue of STCM holding 25% equity interest in BGSM. See Note (2)
above for BGSM’s deemed interest in the Shares.
(11)
STCAT’s deemed interest in the Shares arises by virtue of STCAT holding 100% equity interest in STCM. See Note (10)
above for STCM’s deemed interest in the Shares.
(12)
Saudi Telecom’s deemed interest in the Shares arises by virtue of Saudi Telecom holding 100% equity interest in
STCAT. See Note (11) above for STCAT’s deemed interest in the Shares.
(13)
PIF’s deemed interest in the Shares arises by virtue of PIF holding 70% equity interest in Saudi Telecom. See Note
(12) above for Saudi Telecom’s deemed interest in the Shares.
(14)
EPF is deemed to have an interest in 2,687,500 Shares held through nominees.
Other Information
Remaining
Lease Net Book
Approx. Tenure/ Period Land Build-up Value as at
Age of the Date of (Expiry of Area Area 31 Dec 2021
Item Postal Address Building Acquisition Lease) Current Use (Sq.metre) (Sq.metre) (RM’million)
Remaining
Lease Net Book
Approx. Tenure/ Period Land Build-up Value as at
Age of the Date of (Expiry of Area Area 31 Dec 2021
Item Postal Address Building Acquisition Lease) Current Use (Sq.metre) (Sq.metre) (RM’million)
8 Lot 2323, Off Jalan 21 years Leasehold 45 years Telecommunication 10,122 3,382 15
Daya, Pending 28 (19 operations centre
Industrial Estate September, November and office
Bintawa, 93450 2000 2066)
Kuching, Sarawak
Other Information
TRANSACTIONS THROUGH MEDIA AGENCIES
Some of the media airtime, publications and programme sponsorship arrangements (“Media Arrangements”) of the Maxis
Group are concluded on normal commercial terms with independent media-buying agencies whose role is to secure
advertising or promotional packages for their clients. These Media Arrangements may involve companies in the Astro
Malaysia Holdings Berhad (“AMH”) Group which are licensed to operate satellite Direct-to-Home television and FM radio
services, and undertake a number of other multimedia services in Malaysia. The transactions between the media-buying
agencies and the AMH Group are based on terms consistent with prevailing rates within the media industry.
For the financial year ended 2021 the value of such transactions, which are not related party transactions entered into
by the Maxis Group and the AMH Group and excluded from the related party transactions disclosed elsewhere in this
Integrated Annual Report, amounted to approximately RM18 million.
Material contracts of Maxis Berhad (“Company”) and its subsidiaries, involving Directors’ and Major Shareholders’
interests, either still subsisting at the end of financial year 2021 or, if not then subsisting, entered into since the end of
financial year 2020.
Relationship
Consideration between director or
passing to major shareholder
or from the Mode of and contracting party
Company or any satisfaction (if director or major
General other corporation of shareholder is not
No. Contract Date Parties Nature in the Group consideration contracting party)
1 Transponder 19 June 2020 Maxis Leasing of Rental fee Cash MBSB is a wholly-
Lease Broadband transponders payable by MBSB owned subsidiary of
Agreement (for Sdn. Bhd. for Measat-3 by to MSS the Company.
Measat-3) (Note (“MBSB”) MBSB for use
A) of bandwidth Please see Note
01 MEASAT capacity 1 on page 263 for
(a) Letter for 16 February 2022 Satellite further details on the
02
Alternative Systems relationship between
03 Transponder Sdn. Bhd. MBSB and MSS.
04 Capacity, (“MSS”)
Extension of
05 the Expiry
06 Date &
Compensation
2 Teleport 7 December 2017 MBSB Lease rentals Service fee Cash Please see Note
Services of MSS teleport payable by MBSB 1 on page 263 for
Agreement MSS and earth station to MSS further details on the
(Lease rentals facility by MBSB relationship between
of Measat earth MBSB and MSS.
station facility)
3 Agreement for 13 March 2018 MBSB Procurement Service fee Cash SRG is a person
the Provision of inbound payable by MBSB connected to TAK.
of Services for Supplemental SRG customer call to SRG
Contact Centre No. 1: Asia Pacific handling and TAK is a Major
1 October 2019 Sdn. Bhd telemarketing Shareholder of the
(“SRG”) services provided Company.
Supplemental by SRG to MBSB
No. 2:
22 Jan 2020
Supplemental
No. 3:
13 December 2020
4. Telesales 22 January 2020 MBSB Procurement Service fee Cash SRG is a person
Agreement of outbound payable by MBSB connected to TAK.
(Note B) SRG customer call to SRG
handling and TAK is a Major
telemarketing Shareholder of the
services provided Company.
by SRG to MBSB
Other Information
Relationship
Consideration between director or
passing to major shareholder
or from the Mode of and contracting party
Company or any satisfaction (if director or major
General other corporation of shareholder is not
No. Contract Date Parties Nature in the Group consideration contracting party)
5. Managed 1 July 2011 MBSB Lease of Rental fee Cash Please see Note
Bandwidth bandwidth payable by MBSB 1 on page 263 for
Services MEASAT capacity on to MBIL further details on the
Agreement Broadband IPSTAR-1 satellite relationship between
(International) (under the brand MBSB and MBIL.
(a) Letter of 11 November 2014 Ltd. (“MBIL”) name Measat-5
Agreement or M5) by MBIL
for Additional
Managed
Bandwidth
Services 01
02
(b) Letter of 13 May 2015
Agreement 03
for Additional 04
Managed
Bandwidth 05
Services 06
(c) Letter of 8 July 2015
Agreement
for Additional
Managed
Bandwidth
Services
6. M5 Teleport 1 January 2017 MBSB Lease rentals Service fee Cash Please see Note
Services of MSS teleport payable by MBSB 1 on page 263 for
Agreement MSS and earth station to MSS further details on the
facility by MBSB relationship between
(a) Letter for 16 February 2022 for IPSTAR-1 MBSB and MSS
Extension of satellite (under
the Service the brand name
Period Measat-5 or M5)
Relationship
Consideration between director or
passing to major shareholder
or from the Mode of and contracting party
Company or any satisfaction (if director or major
General other corporation of shareholder is not
No. Contract Date Parties Nature in the Group consideration contracting party)
7. (a) IPTV Services 19 January 2012 MBSB Provision of Fees payable by Cash Please see Note
Agreement (as IPTV platform MBSB to Media 2 on page 263 for
amended by Media and customer Innovations and further details on
Termination Innovations premises AD5SB the relationship
Letter dated Pty Ltd. equipment between MBSB,
27 September (“Media development Media Innovations
2012, Innovations”) services and and AD5SB.
terminating IPTV related
the application Astro Digital services including
of IPTV 5 Sdn Bhd operational,
01 Services (“AD5SB”) consultancy and
Agreement project (hardware
02
with respect and software)
03 to AD5SB, services
04 effective from
25 October
05 2012)
06
(b) Amendment to 3 April 2013 MBSB Agreement
IPTV Services to amend
Agreement Media the scope of
Innovations services of Media
Innovations under
the IPTV Services
Agreement
8. (a) Amended and 17 January MBSB To exclusively (a) Set Charges Cash Please see Note
Restated Fibre 2020 collaborate and payable 2 on page 263 for
Co-Marketing MEASAT co-market unique by MBSB further details on the
Agreement Broadcast customer offers to MBNS relationship between
Network combining Astro’s for Astro’s MBSB and MBNS.
Systems content service content
Sdn. Bhd. with Maxis’ fibre service
(“MBNS”) service
(b) Set Charges
payable by
MBNS to
MBSB for
Maxis’ fibre
service
(b) Supplemental 26 November MBSB To extend the (a) Set Charges Cash
Agreement to 2021 collaboration payable
the Amended MBNS under the by MBSB
and Restated Amended and to MBNS
Fibre Co- Restated Fibre for Astro’s
Marketing Co-Marketing content
Agreement Agreement to service
commercial
establishments (b) Set Charges
payable by
MBNS to
MBSB for
Maxis’ fibre
service
Other Information
Relationship
Consideration between director or
passing to major shareholder
or from the Mode of and contracting party
Company or any satisfaction (if director or major
General other corporation of shareholder is not
No. Contract Date Parties Nature in the Group consideration contracting party)
(c) Wireless and 30 April 2013 MBSB To exclusively Charges payable Cash
ADSL Co- collaborate and by MBNS to
Marketing MBNS co-market unique MBSB
Agreement customer offers
combining Astro
B.yond, IPTV and
Astro On The
Go services with
Maxis’ wireless
and Internet
and Asymmetric 01
Digital Subscriber
02
Line (‘ADSL’)
services 03
(d) Astro 30 April 2013 MBSB Appointment Charges payable Cash 04
B.yond IPTV of MBSB as by MBNS to 05
Services and MBNS an authorised MBSB
Astro OTT dealer to sell and 06
Services promote Astro
Dealer B.yond IPTV
Agreement services and
Astro OTT (over
the top internet)
services
9. Maxis TV 6 December 2021 MBSB Appointment of Charges payable Cash Please see Note
Partnership MBSB as (i) an by MBSB to 2 on page 263 for
Agreement MBNS agent to sell and MBNS further details on the
promote Astro’s relationship between
sooka service MBSB and MBNS.
as a standalone;
and (ii) an
independent
distributor to sell
subscriptions to
Astro’s sooka
service bundled
with MBSB’s
other products
and services
Notes:
A. The Transponder Lease Agreement (for Measat-3) dated 19 June 2020 between MBSB and MSS has superseded the Transponder
Lease (for Measat-3) dated 17 October 2007 and the 14 supplemental letters between MBSB and MSS dated 20 May 2009, 9 June
2009, 17 February 2010, 17 June 2010, 20 April 2011, 8 May 2012, 13 July 2012, 4 January 2013, 8 January 2013, 29 October 2013, 17
March 2014, 14 October 2014, 3 November 2015, and 20 December 2019 respectively;
B. The Telesales Agreement dated 22 January 2020 between MBSB and SRG has superseded the Agreement for the Provision of
Services for Contact Centre dated 13 March 2018 and the Supplemental No. 1 dated 1 October 2019 where it relates to procurement
of outbound customer call handling and telemarketing services provided by SRG to MBSB.
1. MSS and MBIL are the wholly-owned subsidiaries of MEASAT Global Berhad (“MGB”). Ananda Krishnan Tatparanandam (“TAK”) who
is a Major Shareholder of the Company, is also a major shareholder of MGB. MSM, who is a Major Shareholder of the Company, is
also a major shareholder of MGB. Lim Ghee Keong (“LGK”), who is a Director of the Company and MBSB is also a director of MEASAT
Global Network Systems Sdn. Bhd., a major shareholder of MGB.
2. AD5SB and MBNS are the wholly-owned subsidiaries of Astro Malaysia Holdings Berhad (“AMH”) whilst Media Innovations is wholly-
owned by Media Innovations Holdings Pty. Ltd. (“MIHPL”), a 83.84% owned subsidiary of Astro Overseas Limited which in turn is
wholly-owned by Astro Holdings Sdn. Bhd. (“AHSB”) via Astro All Asia Networks Limited. UTSB, PSIL, Excorp, PanOcean and TAK,
who are Major Shareholders of the Company, are also major shareholders of AMH and AHSB. LGK, who is a Director of the Company
and MBSB, is also a director of AMH, MBNS, AHSB and Astro Overseas Limited.
At the Twelfth Annual General Meeting held on 22 April 2021, the Company obtained a mandate from its shareholders
(“Shareholders’ Mandate”) for recurrent related party transactions (“RRPTs”) of a revenue or trading nature.
In compliance with Paragraph 10.09(2)(b) and Paragraph 3.1.5 of Practice Note 12 of the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad (“MMLR”), such Shareholders’ Mandate is subject to annual renewal and the disclosure
in the Annual Report of RRPTs conducted pursuant to the mandate during the financial year ended 31 December 2021
where the aggregate value of such RRPTs is equal to or more than RM1 million or 1% of the relevant percentage ratio for
such transactions, whichever is the higher.
Set out below are the relevant RRPTs for which Shareholders’ Mandate had been obtained together with a breakdown
of the aggregate value of the RRPTs which had been conducted pursuant to the Shareholders Mandate and had met the
prescribed threshold.
Other Information
Value Value Aggregate
incurred from incurred from value of
1 January 22 April transactions
2021 to 2021 to during the
Company in the 21 April 31 December financial year
Maxis Group Nature of 2021 2021 2021
involved Transacting Parties Nature of transaction relationship (RM’million) (RM’million) (RM’million)
MBSB and/or its UTSBM and/or its Engagement of UTSBM and/ Please refer 9 21 30
affiliates affiliates or its affiliates to provide to Note 2
corporate management
services
MBSB and/or its TCCPM and/or its Rental, service charge and/ 12 27 39
affiliates affiliates or property service fee/
building expenses and other
related expenses for Menara
Maxis payable by MBSB
and/or its affiliates
Notes:
1. AMH Group
MBNS and ADSB are wholly-owned subsidiaries of Astro Malaysia Holdings Berhad (“AMH”).
Each of UTSB, PSIL, Excorp, PanOcean and TAK is a Major Shareholder with a deemed interest over 4,875,000,000
Shares representing 62.29% equity interest in Maxis (“Shares”) by virtue of its deemed interest in Binariang GSM
Sdn. Bhd. (“BGSM”) which holds 100% equity interest in BGSM Management Sdn. Bhd. (“BGSM Management”). BGSM
Management holds 100% equity interest in BGSM Equity Holdings Sdn. Bhd. (“BGSM Equity”) which in turn holds
62.29% equity interest in Maxis. UTSB’s deemed interest in such Shares arises through its wholly-owned subsidiaries,
namely, Wilayah Resources Sdn. Bhd. (“WRSB”), Tegas Puri Sdn. Bhd. (“TPSB”), Besitang Barat Sdn. Bhd. (“BBSB”)
and Besitang Selatan Sdn. Bhd. (“BSSB”), which hold in aggregate 37% equity interest in BGSM.
Each of UTSB, PSIL, Excorp and PanOcean has a deemed interest over 1,249,075,472 ordinary shares (“AMH Shares”)
01 representing 23.95% equity interest in AMH through the wholly- owned subsidiaries of UTSB, namely, Usaha Tegas
02 Entertainment Systems Sdn. Bhd. and All Asia Media Equities Limited with each holding 235,778,182 AMH Shares and
1,013,297,290 AMH Shares directly representing 4.52% and 19.43% equity interest in AMH respectively.
03
04
PanOcean holds 100% equity interest in Excorp which in turn holds 100% equity interest in PSIL. PSIL holds 99.999%
05
equity interest in UTSB. PanOcean is the trustee of a discretionary trust, the beneficiaries of which are members of
06 the family of TAK and foundations, including those for charitable purposes.
TAK is also a major shareholder of AMH with a deemed interest over 2,152,868,226 AMH Shares representing
41.29% equity interest in AMH. In addition, TAK is a director of PanOcean, Excorp, PSIL and UTSB. Although TAK and
PanOcean are deemed to have an interest in the Shares and AMH Shares as described in the foregoing, they do
not have any economic or beneficial interest over such shares as such interest is held subject to the terms of such
discretionary trust referred to the paragraph above.
LGK who is a Director, is also a director in AMH and MBNS. He is also a director of MBSB, PSIL, Excorp, PanOcean
and UTSB. LGK has a direct equity interest over 1,000,000 AMH Shares representing 0.02% equity interest in AMH.
LGK does not have any equity interest in Maxis, MBSB or AMH subsidiaries.
Each of THO, Dato’ Badri and MSM is a Major Shareholder with a deemed interest over 4,875,000,000 Shares
representing 62.29% equity interest in Maxis in which Harapan Nusantara Sdn. Bhd. (“HNSB”) has an interest, by
virtue of his 25% direct equity interest in HNSB. HNSB’s deemed interest in such Shares arises through its wholly-
owned subsidiaries, namely, Mujur Anggun Sdn. Bhd. (“MASB”), Cabaran Mujur Sdn. Bhd. (“CMSB”), Anak Samudra
Sdn. Bhd. (“ASSB”), Dumai Maju Sdn. Bhd. (“DMSB”), Nusantara Makmur Sdn. Bhd. (“NMSB”), Usaha Kenanga Sdn.
Bhd. (“UKSB”) and Tegas Sari Sdn. Bhd. (“TSSB”) (collectively, “HNSB Subsidiaries”), which hold in aggregate 30%
equity interest in BGSM. The HNSB Subsidiaries hold their deemed interest in such Shares under discretionary trusts
for Bumiputera objects. As such, HNSB, THO, Dato’ Badri and MSM do not have any economic interest over such
Shares as such interest is held subject to the terms of such discretionary trusts.
Each of THO, Dato’ Badri and MSM has a deemed interest over 462,124,447 AMH Shares representing 8.86% equity
interest in AMH in which Harapan Terus Sdn. Bhd. (“HTSB”) has an interest, by virtue of his 25% direct equity interest
in HTSB. HTSB’s deemed interest in such AMH Shares arises through its wholly-owned subsidiaries, namely, Berkat
Nusantara Sdn. Bhd. (“BNSB”), Nusantara Cempaka Sdn. Bhd. (“NCSB”), Nusantara Delima Sdn. Bhd. (“NDSB”), Mujur
Nusantara Sdn. Bhd. (“MNSB”), Gerak Nusantara Sdn. Bhd. (“GNSB”) and Sanjung Nusantara Sdn. Bhd. (“SNSB”)
(collectively, “HTSB Subsidiaries”). The HTSB Subsidiaries hold such AMH Shares under discretionary trusts for
Bumiputera objects. As such, HTSB, THO, Dato’ Badri and MSM do not have any economic interest over such AMH
Shares as such interest is held subject to the terms of such discretionary trusts.
MSM has a direct equity interest over 11,000 Shares representing 0.0001% equity interest in Maxis. He also has a
direct equity interest over 200,000 AMH Shares representing 0.004% equity interest in AMH.
Other Information
2. UT Group
UTSBM is a wholly-owned subsidiary of UTSB while TCCPM and TGV are wholly-owned subsidiaries of Tanjong which
in turn is wholly-owned by Tanjong Capital Sdn. Bhd. (“TCSB”). Mobitel is a wholly-owned subsidiary of SLT which in
turn is 44.98% owned by UTSB. UTSBM, Mobitel, SLT, TCCPM and TGV are Persons Connected to UTSB, PSIL, Excorp,
PanOcean and TAK. Please refer to Note 1 above for interests of UTSB, PSIL, Excorp, PanOcean and TAK in Maxis.
Each of PSIL, Excorp, PanOcean and TAK has a deemed interest over 124,688,000 ordinary shares in TCSB (“TCSB
Shares”) representing 65.84% equity interest in TCSB through UTSB. UTSB holds an aggregate of 124,688,000 TCSB
Shares representing 65.84% equity interest in TCSB, of which 71,000,000 TCSB Shares representing 37.49% equity
interest in TCSB is held directly by UTSB, while 53,688,000 TCSB Shares representing 28.35% equity interest in
TCSB is held indirectly, via its wholly-owned subsidiary, Usaha Tegas Resources Sdn. Bhd. (“UTRSB”).
TAK has a deemed interest in the TCSB Shares in which UTSB has an interest by virtue of the deemed interest
of PanOcean in the TCSB Shares. PanOcean is the trustee of a discretionary trust, the beneficiaries of which are 01
members of the family of TAK and foundations, including those for charitable purposes. PanOcean holds 100% equity 02
interest in Excorp which in turn holds 100% equity interest in PSIL. PSIL holds 99.999% equity interest in UTSB.
03
04
Although TAK and PanOcean are deemed to have an interest in the TCSB Shares as described in the foregoing, they
05
do not have any economic or beneficial interest over such TCSB Shares, as such interest is held subject to the terms
of such discretionary trust referred to the above. 06
TAK is also deemed to have an interest over 47,792,803 TCSB Shares representing 25.23% equity interest in TCSB
through the wholly-owned subsidiaries of MAI Sdn. Berhad (“MAI”), by virtue of his 100% direct equity interest in MAI.
LGK who is a Director, is also a director of UTSB, UTSBM and TCSB. LGK does not have any equity interest in UTSB,
UTSBM, TCSB, TCCPM and TGV. Please refer to Note 1 above for LGK’s interest in Maxis.
MSM who is a Major Shareholder, is also a director of TCCPM. MSM does not have any equity interest in TCCPM.
Please refer to Note 1 above for MSM’s interest in Maxis.
Other Information
Brief Description of the Page
GRI Standards Disclosures References Numbers
GRI 102: GENERAL DISCLOSURE
Reporting Practice
102-45 Entities included in the Reporting Scope and Boundary 2
consolidated financial
statements
102-46 Defining report content and Reporting Scope and Boundary 2
topic Boundaries
102-47 List of material topics Our Top Material Matters & Materiality Assessment 51-55
102-48 Restatements of information Restatement of information is conducted following an
internal data review, in relation to:
• Service revenue and deferred tax measurement 26-29
stated under the Five-Year Financial Highlights, 01
Group Quarterly Financial Performance, and Group 02
Statement of Financial Position 03
• Service revenue, Postpaid Revenue, Total Fibre 30-35 04
Revenue stated under the Management Discussion & 05
Analysis 06
• 2019 and 2020 figures for total number of employees 77
stated under the Maxis’ Employee Profile
102-49 Changes in reporting • Reporting Scope and Boundary 2
• Our Top Material Matters & Materiality Assessment 51-55
102-50 Reporting period Reporting Scope and Boundary 2
102-51 Date of most recent report Reporting Scope and Boundary 2
102-52 Reporting cycle Annual -
102-53 Contact point for questions Inside This report (Feedback) 3
regarding the report
102-54 Claims of reporting in Our Reporting Suite 2
accordance with the GRI
Standards
102-55 GRI content index GRI Content Index 268-273
102-56 External assurance Assurance and Approval 2
GRI 200 ECONOMIC STANDARDS SERIES
Economic Performance
103-1 Explanation of the material Management Discussion & Analysis 30-35
topic and its Boundary
103-2 The management approach Management Discussion & Analysis 30-35
and its components
103-3 Evaluation of the Management Discussion & Analysis 30-35
management approach
201-1 Direct economic value Five-Year Financial Highlights 26
generated and distributed
201-2 Financial implications and Our Value Creation Theme 1: 74
other risks and opportunities Enabling A Digital Nation
due to climate change (2021 Flood Network Impact & Recovery)
Other Information
Brief Description of the Page
GRI Standards Disclosures References Numbers
Emissions
103-1 Explanation of the material Our Value Creation Theme 4: 91-93
topic and its Boundary Caring for Our Community and Environment
(Our Environment)
103-2 The management approach Our Value Creation Theme 4: 91-93
and its components Caring for Our Community and Environment
(Our Environment)
103-3 Evaluation of the Our Value Creation Theme 4: 91-93
management approach Caring for Our Community and Environment
(Our Environment)
305-1 Direct (Scope 1) GHG Our Value Creation Theme 4: 91-93
emissions Caring for Our Community and Environment 01
(Our Environment) 02
305-2 Energy indirect (Scope 2) Our Value Creation Theme 4: 91-93 03
GHG emissions Caring for Our Community and Environment 04
(Our Environment) 05
305-4 GHG emissions intensity Our Value Creation Theme 4: 91-93 06
Caring for Our Community and Environment
(Our Environment)
305-5 Reduction of GHG emissions Our Value Creation Theme 4: 91-93
Caring for Our Community and Environment
(Our Environment)
Waste
103-1 Explanation of the material Our Value Creation Theme 4: 93
topic and its Boundary Caring for Our Community and Environment
(Our Environment)
103-2 The management approach Our Value Creation Theme 4: 93
and its components Caring for Our Community and Environment
(Our Environment)
103-3 Evaluation of the Our Value Creation Theme 4: 93
management approach Caring for Our Community and Environment
(Our Environment)
306-1 Waste generation and Our Value Creation Theme 4: 93
significant waste-related Caring for Our Community and Environment
impacts (Our Environment)
306-2 Management of significant Our Value Creation Theme 4: 93
waste-related impacts Caring for Our Community and Environment
(Our Environment)
306-3 Waste generated Our Value Creation Theme 4: 93
Caring for Our Community and Environment
(Our Environment)
306-4 Waste diverted from disposal Our Value Creation Theme 4: 93
Caring for Our Community and Environment
(Our Environment)
Other Information
Brief Description of the Page
GRI Standards Disclosures References Numbers
Training and Education
103-1 Explanation of the material Our Value Creation Theme 3: 77-84
topic and its Boundary Empowering Our People and Transforming
Our Organisation
103-2 The management approach Our Value Creation Theme 3: 77-84
and its components Empowering Our People and Transforming
Our Organisation
103-3 Evaluation of the Our Value Creation Theme 3: 77-84
management approach Empowering Our People and Transforming
Our Organisation
404-1 Average hours of training per Our Value Creation Theme 3: 78
year per employee Empowering Our People and Transforming Our 01
Organisation 02
(Enhancing Organisational Culture and Capabilities) 03
404-3 Employees receiving annual Our Value Creation Theme 3: 78 04
performance feedback Empowering Our People and Transforming 05
Our Organisation 06
(Enhancing Organisational Culture and Capabilities)
Diversity and Equal Opportunity
103-1 Explanation of the material Our Value Creation Theme 3: 77-82
topic and its Boundary Empowering Our People and Transforming
Our Organisation
103-2 The management approach Our Value Creation Theme 3: 77-82
and its components Empowering Our People and Transforming
Our Organisation
103-3 Evaluation of the Our Value Creation Theme 3: 77-82
management approach Empowering Our People and Transforming
Our Organisation
405-1 Diversity of governance Our Value Creation Theme 3: 80
bodies and employees Empowering Our People and Transforming
Our Organisation
(Equal Opportunity Workforce Employment)
Local Communities
103-1 Explanation of the material Our Value Creation Theme 4: 87-91
topic and its Boundary Caring for Our Community and Environment
103-2 The management approach Our Value Creation Theme 4: 87-91
and its components Caring for Our Community and Environment
103-3 Evaluation of the Our Value Creation Theme 4: 87-91
management approach Caring for Our Community and Environment
413-1 Operations with local Our Value Creation Theme 4: 80-81
community engagement, Caring for Our Community and Environment
impact assessments, and (Sustainable Employer Branding
development programmes & Talent Acquisition Practices)
4G LTE: Or Long-Term Evolution; ESG: Environmental, Social & Mbps: Megabits per second
the next generation of mobile Governance
communications networks beyond 3G, MCCG: Malaysian Code on Corporate
which will deliver very high bandwidths FWBB: Fixed Wireless Broadband Governance
to mobile devices.
Greenhouse Gas (GHG): Gas that traps MCMC: Malaysian Communications
5G: Next generation of mobile heat in the atmosphere and Multimedia Commission
networks beyond LTE mobile
networks. According to ITU guidelines, HSBB: High Speed Broadband MCO: Movement Control Order
5G network speeds should have
a peak data rate of 20Gb/s for the ICT: Information and Communications MMLR: Main Market Listing
downlink and 10Gb/s for the uplink. Technology; an umbrella term that Requirements of Bursa Securities
Beyond connecting people, 5G will includes any communications device
connect devices. or application, encompassing radio, NGO: Non-Governmental Organisation
television, cellular phones, computer
01 AI: Artificial Intelligence; is the and network hardware and software, NPS: Net Promoter Score
development of computer systems that satellite systems as well as various
02
have the ability to replicate several services and applications associated Operating Free Cash Flow: Cash flow
03 abilities of the human brain. It is the with them, such as video conferencing from operating activities
04 umbrella term for machines that are and distance learning.
05 capable of perception, logic and QR Code: Quick Response Code
reasoning. IoT: Internet of Things; is the
06
internetworking of physical devices, NB-IoT: NarrowBand - Internet of
AML/CFT: Anti-Money Laundering and vehicles, buildings, and other items Things, a technology that is designed
Counter Financing of Terrorism which are embedded with electronics, to enable connectivity to “things”
software, sensors, actuators and using mobile networks. It improves
AOP: Annual Operating Plan network connectivity that enable these the power of consumption of user
objects to collect and exchange data devices, system capacity and spectrum
Apps: Or Applications, which are efficiency, especially in deep coverage.
software programmes that can IP: Internet Protocol; a standard that
be downloaded and used on keeps track of network addresses RAN: Radio Access Network; which
smartphones, tablets and computers. for different nodes, routes outgoing comprises the base station technology
Popular Apps include Facebook, messages, and recognises incoming and air interface of a cellular network.
Twitter, Waze, WhatsApp, etc. messages.
Revenue Generating Subscriber
ARPU: Average Revenue Per User IPTV: Internet Protocol television (RGS30): Defined as active line
subscriptions and exclude those that
B40: Bottom 40% of the Malaysian LRP: Long Range Plan do not have any revenue generating
Household Income activities for more than 30 days
LTE: Long-Term Evolution
BTS: Base Transceiver Station, which SDN: Software-defined network
provides cellular coverage and M2M: A direct communication between
capacity. devices using a wireless network SME: Small and Medium Enterprises
Bursa Securities: Bursa Malaysia M40: Middle 40% of the Malaysian SMS: Short Message Service
Securities Berhad Household Income Spectrum: Or a spectrum of radio
communication frequencies that is
Cloud Solutions: Refers to cloud M&A: Mergers & Acquisitions sold or licensed to operators of cellular
computing services or computing telephone services. For example,
resources that are delivered over the Maxperts: A group of highly skilled Malaysia’s telecommunications
Internet for usage as and when they tech support team that offers industry utilises the spectrum
are needed solution expertise such as end-to- frequencies of 900MHz, 1800MHz, etc.
end resolution of issues, basic setup for provision of cellular services.
Corporate Governance Report 2021: and configuration, password resets,
Detailed application of the Principles product navigational assistance and SOP: Standard Operating Procedure
and Recommendations of MCCG 2021 remote troubleshooting for our range
during the financial year 2021 of selected Maxis solutions UN SDGs: United Nations Sustainable
Development Goals
EBITDA: Earnings before Interest, Maxis or the Company: Maxis Berhad
Taxes, Depreciation and Amortization [Registration No. 200901024473 VPN: Virtual Private Network
(867573-A)]
Other Information
NOTICE IS HEREBY GIVEN THAT the Thirteenth (13th) Annual General Meeting (“AGM”) of
MAXIS BERHAD (“Maxis” or “the Company”) will be conducted on a virtual basis for the
purpose of considering and if thought fit, passing with or without modifications the resolutions
set out in this notice.
Online Meeting Platform : https://meeting.boardroomlimited.my (Domain Registration No. with MYNIC - D6A357657)
Day and Date : Thursday, 28 April 2022
Time : 3.00 p.m.
Broadcast Venue : Auditorium, Level 3A Floor
Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim
Seksyen 13, 46200, Petaling Jaya
Selangor Darul Ehsan
Malaysia
Mode of Communication : 1) Typed text in the Online Meeting Platform. The messaging window facility will be opened 01
for Online Participation concurrently with the Virtual Meeting Portal, one (1) hour before the Thirteenth AGM, that 02
is from 2.00 p.m. on Thursday, 28 April 2022 03
2) E-mail questions to ir@maxis.com.my prior to the Thirteenth AGM 04
05
ORDINARY 06
NO. AGENDA RESOLUTIONS
1 To receive the Audited Financial Statements of the Company and of the Group for the financial
year ended 31 December 2021 together with the Reports of the Directors and Auditors thereon.
Please refer to Note A.
2 To re-elect the following Directors who retire pursuant to Rule 131.1 of the Company’s Constitution
and, being eligible, have offered themselves for re-election:
a) Tan Sri Mokhzani bin Mahathir Resolution 1
b) Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda Resolution 2
c) Mazen Ahmed M. AlJubeir Resolution 3
Please refer to Note B for further details regarding each director.
3 To re-elect the following Directors who retire pursuant to Rule 116 of the Company’s Constitution
and, being eligible, have offered themselves for re-election:
a) Ooi Huey Tyng Resolution 4
b) Uthaya Kumar A/L K Vivekananda Resolution 5
Please refer to Note C for further details regarding each director.
4 To approve the payment of Directors’ fees and benefits to the Non-Executive Directors of the Resolution 6
Company from the conclusion of this Annual General Meeting up till the conclusion of the next
Annual General Meeting of the Company to be held in 2023.
Please refer to Note D on the details of the fees and the fee structure for the Board and each
of the Committees in respect of which this approval is being sought.
5 To approve the payment of Directors’ fees and benefits to the Non-Executive Directors of Maxis Resolution 7
Collections Sdn Bhd, a wholly owned subsidiary of Maxis Berhad, from 1 September 2021 up till
the conclusion of the next Annual General Meeting of the Company to be held in 2023.
Please refer to Note E on the details of the fees and fee structure for the Board of the subsidiary
and the Board committee in respect of which this approval is being sought.
As Special Business
To consider and, if thought fit, to pass the following Resolutions:
7 Continuation in Office as Independent Director Resolution 9
That approval be given for Alvin Michael Hew Thai Kheam to continue to act as Independent
Director of the Company from 30 August 2022 to 29 August 2023.
Please refer to Note G.
8 Renewal of the Authority to Allot and Issue Shares Pursuant to Sections 75 and 76 of the Resolution 10
Companies Act 2016.
“THAT, the Directors be and are hereby empowered, pursuant to Sections 75 and 76 of the Companies
Act 2016, to allot and issue shares in the Company, at any time, to such persons and upon such
01 terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem
fit including in pursuance of offers, agreements or options to be made or granted by the Directors
02
while this approval is in force and that the Directors be and are hereby further authorised to make
03
or grant offers, agreements or options in respect of shares in the Company including those which
04
would or might require shares in the Company to be issued after the expiration of the approval
05 hereof provided that the aggregate number of shares to be issued pursuant to this approval does
06 not exceed ten (10) percent of the total number of issued shares of the Company for the time being
and that the Directors be and are also empowered to obtain the approval for the listing of and
quotation for the additional shares so issued on Bursa Malaysia Securities Berhad and that such
authority shall continue in force until the conclusion of the next Annual General Meeting of the
Company, subject always to the Companies Act 2016, the Constitution of the Company, the Bursa
Malaysia Securities Berhad Main Market Listing Requirements (“MMLR”) and the approvals of all
relevant regulatory bodies being obtained (if required).”
Please refer to Note H.
9 To obtain shareholders’ mandate for the Company and/or its subsidiaries to enter into recurrent
related party transactions (“RRPTs”) of a revenue or trading nature with:
a) Astro Malaysia Holdings Berhad and/or its affiliates; Resolution 11
b) Usaha Tegas Sdn. Bhd. and/or its affiliates; Resolution 12
c) MEASAT Global Berhad and/or its affiliates; Resolution 13
d) Maxis Communications Berhad and/or its affiliates; Resolution 14
e) Saudi Telecom Company and/or its affiliates; Resolution 15
f) SRG Asia Pacific Sdn. Bhd.; Resolution 16
g) Malaysian Landed Property Sdn. Bhd. and/or its affiliates; and Resolution 17
h) ZenREIT Sdn Bhd Resolution 18
The details of such RRPTs and the full text of Ordinary Resolution 11 to Ordinary Resolution 18
are set out in Appendix I and Appendix VI respectively of the Circular to Shareholders dated 30
March 2022 issued together with this Notice of Annual General Meeting.
10 To transact any other business that may be transacted at the Thirteenth Annual General Meeting
of which due notice shall have been given in accordance with the Companies Act 2016 and the
Constitution of the Company.
DIPAK KAUR
SSM PC No. 201908002620
LS 5204
30 March 2022
Kuala Lumpur
276 Maxis Berhad
Notice of Annual General Meeting
Other Information
EXPLANATORY NOTES
A. This Agenda item is meant for discussion only as under the provisions of Section 340(1)(a) of the Companies Act 2016
and the Company’s Constitution, the audited financial statements do not require the formal approval of shareholders
and hence, the matter will not be put forward for voting.
B. Tan Sri Mokhzani bin Mahathir, Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda and Mazen Ahmed M. AlJubeir (“the
retiring Director” or collectively “the retiring Directors”) are due for retirement by rotation and are standing for re-
election as Directors of the Company at the upcoming Thirteenth AGM.
For the purpose of determining the eligibility of the each of the retiring Directors to stand for re-election at the
Thirteenth AGM, the Board through its Nomination Committee (“NC”) had assessed each of the retiring Directors, and
considered the following:
(i) performance and contribution based on the evaluation results of the Board Effectiveness Evaluation 2021 (“BEE 01
2021”) as conducted by an independent leadership consulting firm, Spencer Stuart; 02
(ii) level of contribution to the Board and deliberations through their skills, experience and strength in qualities;
03
and
04
(iii) level of objectivity, impartiality and their abilities to act in the best interests of the Company.
05
In addition, the NC and the Board, in line with Practice 6.1 of the Malaysian Code on Corporate Governance (as at 28 06
April 2021) (MCCG), the Board had conducted an assessment of the Directors of the Company based on the relevant
performance criteria which included the following:
(a) Will and ability to critically challenge and ask the right questions;
(b) Character and integrity in dealing with potential conflict of interest situations;
(c) Commitment to serve the company, due diligence and integrity;
(d) Confidence to stand up for a point of view;
(e) Fit and properness;
(f) Calibre and personality;
(g) Board dynamics and participation;
(h) Competency and capability;
(i) Independence and objectivity; and
(j) Contribution and performance.
The retiring Directors met the performance criteria required of an effective and a high-performance Board based on
the outcome of the BEE 2021. In addition to the BEE 2021, each of the Directors were evaluated by Spencer Stuart,
and the findings in the reports that highlighted their strengths and areas for improvements were shared with the
Chairman of the Board and the Chairman of the NC.
The NC and the Board have considered the results of the assessment conducted on these Directors and collectively
agree that they each meet the criteria of character, experience, integrity, competence and time required to effectively
discharge their respective roles as Directors, as prescribed by Paragraph 2.20A of the MMLR and additionally have
satisfied the Directors’ fit and proper assessment criteria. The Board approved the NC’s recommendation that the
Directors who retire in accordance with Rule 131.1 of the Constitution namely, Tan Sri Mokhzani bin Mahathir, Raja Tan
Sri Dato’ Seri Arshad bin Raja Tun Uda and Mazen Ahmed M. AlJubeir are eligible to stand for re-election. These three
(3) retiring Directors had abstained from deliberations and decisions on their own eligibility and suitability to stand for
re-election at the relevant NC and Board meetings. The profiles of these retiring Directors are set out on pages 6 and
8 of the Company’s Integrated Annual Report for the financial year ended 31 December 2021. Tan Sri Mokhzani bin
Mahathir holds 750,000 shares and deemed interest of 1,000 shares in Maxis Berhad. Raja Tan Sri Dato’ Seri Arshad
bin Raja Tun Uda holds 750,000 shares in Maxis Berhad while Mazen Ahmed M. AlJubeir does not hold any shares in
Maxis Berhad. Each of these Directors has no family relationship with any Director and/or major shareholder of Maxis
Berhad, has no conflict of interests with Maxis Berhad, has not been convicted of any offence within the past five years
and has not been imposed with any penalty by the relevant regulatory bodies during the financial year ended 2021.
In the case of Mazen Ahmed M. AlJubeir (“Mazen”), if his re-election is approved by shareholders at Maxis’ upcoming
Thirteenth AGM, he will be assuming the position of a non-independent non-executive director following the
conclusion of the AGM. This position arises as a result of the amendment to the MMLR introduced by Bursa Securities
on 13 August 2020 which require all persons being appointed independent directors of listed companies after 1
October 2020 to have observed a 3-year cooling off period if they have been a non-independent director before
that. Mazen was a non-independent non-executive director of the Maxis Board up until 24 April 2020, when he was
re-designated as an independent non-executive director of the Maxis Board. However, in light of the requirement
under the MMLR, Mazen will not be in a position to satisfy this new criteria at the point of his re-appointment at the
upcoming AGM. Accordingly, if his re-election to the Maxis Board is approved by shareholders, he will assume the
role of a non-independent non-executive director of the Maxis Board.
The retiring Directors referred to in Resolutions 1 to 3 will abstain from voting on the resolution in respect of their re-
election at the Thirteenth AGM.
01 C.
Ooi Huey Tyng and Uthaya Kumar A/L K Vivekananda were appointed as Directors of the Company with effect from
02 30 March 2022. Both Directors, being eligible, have offered themselves for re-election pursuant to Rule 116 of the
Company’s Constitution. The profiles of the 2 Directors are as follows:
03
04
Ooi Huey Tyng
05
06 Age : 55 years old
Gender : Female
Nationality : Singaporean
Designation : Non Executive Director
Directorate : Independent and Non Executive
Qualifications : - Masters of Science in Finance from Purdue University, USA
- Certified Public Accountant in Singapore and UK
- Member of INSEAD alumni and attended the Advanced
Management Programme at INSEAD, Fontainebleau, France
Working Experience and occupation : Ooi Huey Tyng is currently an Independent Director and
Member of Risk Management and Audit Committee of AIG
Asia Pacific Board, an Independent Director of Pacific Century
Group, Bridgetown 3 SPAC and Member of the Board of
Governors, Raffles Institution (Appointment approved by
Ministry of Education Singapore).
Other Information
Uthaya Kumar A/L K Vivekananda
These two (2) retiring Directors had abstained from deliberations and decisions on their own eligibility and suitability
to stand for re-election at the Board meetings. The profiles of these retiring Directors are set out in the Maxis website
www.maxis.com.my. Both the Directors do not hold any shares in Maxis Berhad. Each of these Directors has no family
relationship with any Director and/or major shareholder of Maxis Berhad, has no conflict of interests with Maxis
Berhad, has not been convicted of any offence within the past five years and has not been imposed with any penalty
by the relevant regulatory bodies during the financial year ended 2021, and up to the date of their appointment on
30 March 2022.
D. Payment of Directors’ Remuneration to the Non-Executive Directors of the Company from the conclusion of this
meeting up till the conclusion of the next Annual General Meeting of the Company in 2023.
Pursuant to Section 230(1) of the Companies Act 2016, fees and benefits (“Remuneration”) payable to the Directors
of the Company are required to be approved by the shareholders at a general meeting. The Company is requesting
shareholders’ approval for the payment of Remuneration to Non-Executive Directors of the Company in respect
of the period commencing from the conclusion of this Annual General Meeting up till the conclusion of the next
Annual General Meeting of the Company in 2023 in accordance with the remuneration structure set out below. The
Remuneration comprises fees and other benefits-in-kind (“BIK”) payable to the Chairman and members of the Board,
and the Chairmen and members of Board Committees
E. Payment of Directors’ Remuneration to the Non-Executive Directors of Maxis Collections Sdn Bhd (“MCSB”), a
wholly owned subsidiary of Maxis Berhad, from 1 September 2021 until the conclusion of the next Annual General
Meeting of the Company in 2023.
Pursuant to Section 230(1) of the Companies Act 2016, fees and benefits (“Remuneration”) payable to the Directors
of the subsidiaries of the Company are also required to be approved by shareholders at a general meeting.
The Company is requesting shareholders’ approval for the payment of Remuneration to the Non-Executive Directors
of MCSB in respect of the period commencing from 1 September 2021 up till the conclusion of the next Annual
General Meeting of the Company to be held in 2023 in accordance with the remuneration structure set out below. The
Remuneration comprises fees payable to the Non-Executive Directors of MCSB and members of Board Committees.
Director’s fees and fee as member of the Audit and Risk Committee 5,000 per month
If passed, this shareholders’ approval will allow MCSB to make payment of Remuneration to the Non-Executive Directors
of MCSB in respect of such periods commencing from the dates of their respective appointments as members of the
Audit and Risk Committee and Board of MCSB up till the conclusion of the Annual General Meeting of the Company
to be held in 2023 in accordance with the remuneration structure set out above. Such payment will comprise a lump
sum amount to be paid to the existing Independent Non-Executive Directors of MCSB, Susan Yuen Su Min and Ong Soo
Chan (Christina Ong) after the conclusion of this AGM, in respect of such periods commencing from their respective
appointments as members of the Audit and Risk Committee of MCSB on 1 September 2021 and as Directors of MCSB
on 15 September 2021 up till this AGM calculated in accordance with the remuneration structure set out above. It will
also allow MCSB to make payments of such Remuneration to any Non-Executive Director of MCSB in accordance with
the remuneration structure set out above on a monthly basis in respect of the period commencing from the conclusion
of the Thirteenth AGM up till the next Annual General Meeting of the Company to be held in 2023.
280 Maxis Berhad
Notice of Annual General Meeting
Other Information
F. The Audit and Risk Committee (“ARC”) and the Board have considered the re-appointment of PwC as Auditors of the
Company and collectively agree that PwC meets the criteria of the adequacy of resources and experience prescribed
by Paragraph 15.21 of the MMLR.
The ARC at its meeting held on 21 February 2022 has made an assessment of the suitability and independence of the
external auditors, PwC in accordance with the External Auditor Independence Policy of the Group, the criteria under
Paragraph 15.21 of the MMLR. It had also considered the information presented by PwC in its 2021 Audit Transparency
Report as per Guidance 9.3 of the Malaysian Code on Corporate Governance (as at 28 April 2021). In addition to
the information in PwC’s 2021 Audit Transparency Report the ARC had also considered, among others, the following
factors in its assessment:
(a) Quality of PwC’s performance and their communications with the ARC and Maxis Group, based on feedback
obtained via assessment surveys facilitated by the Maxis Group Internal Assurance function that had gathered
responses from the ARC members and management who had substantial contact with PwC throughout the year;
(b) Adequacy of experience and resources provided to the Maxis Group by PwC, in terms of the firm and the 01
professional staff assigned to the audit; and 02
(c) Independence of PwC and the level of non-audit services rendered by PwC to the Maxis Group in financial year
03
ended 2021 and the services to be rendered for the financial year ended 2022.
04
The ARC also took into account the professionalism and transparency in communication and interaction with the 05
lead audit engagement partner and engagement team through discussions at the ARC meetings, engagements with 06
the Chairman and members of the ARC and at the ARC private meetings, which demonstrated their independence,
objectivity and professionalism.
The ARC was satisfied with the suitability of PwC based on the quality of audit, performance, competency and
sufficiency of resources the external audit team provided to the Maxis Group. The ARC was also satisfied in its review
that the provisions of non-audit services by PwC to the Company and the Group for the financial year ended 2021 did
not in any way impair their objectivity and independence as external auditors of the Maxis Group.
The Board at its meeting held on 22 February 2022 approved the ARC’s recommendation for shareholders’ approval
to be sought at the Thirteenth AGM on the appointment of PwC as external auditors of the Company for the financial
year ended 2022, under this resolution in accordance with Rule 90 of the Company’s Constitution, Sections 340(1)(c)
and 274(1)(a) of the Companies Act 2016.
G. Alvin Michael Hew Thai Kheam (“AMH”) was appointed as Independent Director on 30 August 2012 and will exceed
the cumulative tenure of nine years after 30 August 2022. In accordance with the Malaysian Code on Corporate
Governance (as at 28 April 2021), the Board, through the NC, undertook relevant assessments and took into account
relevant considerations including the findings of Spencer Stuart, appointed to assess the overall independence of
the Company’s Directors, including AMH. The NC and Board have recommended for AMH to continue serving as
Independent Non-Executive Director for a further one (1) year period from 30 August 2022 to 29 August 2023 based
on the following justifications:
(a) AMH has fulfilled the criteria of an Independent Director as stated in the MMLR.
(b) AMH has demonstrated his objectivity and independence when providing his views and contributions as a
member of the Board when considering Board-related matters and in discharging his responsibilities as a
Director.
(c) The length of time that he has remained in his role has not interfered with his ability to exercise independent
judgment as an Independent Director.
(d) AMH, together with the other Independent Directors, each function as a check and balance to the Board and in
the exercise of objectivity as Directors.
(e) AMH has vast experience, knowledge and skills in a diverse range of businesses and therefore continually
provides constructive opinion, counsel, oversight and guidance as a Director. His insights and guidance provide
impartiality to matters considered at the Board and Committees.
(f) AMH has devoted sufficient time and attention to his professional obligations to Maxis required for informed
and balanced decision making.
(g) Spencer Stuart has found AMH’s overall independent mindedness to rank highly based on their assessment.
Spencer Stuart used a capability-based analysis to assess the elements of independent mindedness (Cognitive and
Personality) in board room (including committee) interactions and decision making. This is further validated by 360
degree feedback from fellow Directors and members of Senior Management.
The NC and the Board are satisfied that AMH has been able to exercise independent judgment and that he acts
consistently in the best interests of the Company. AMH has continued to exercise his independence and due care
during his present tenure as an Independent Non-Executive Director and has contributed in his role as Chairman of
the Audit and Risk Committee, member of the Nomination Committee, Remuneration Committee and the Business
and Information Technology Transformation Committee. AMH has abstained from all deliberations and voting at the
NC and Board in relation to the recommendation of this resolution to the shareholders.
01 The profile of AMH is set out on page 8 of the Company’s Integrated Annual Report for the financial year ended 31
02 December 2021. AMH does not hold any shares in Maxis Berhad, has no family relationship with any Director and/or
major shareholder of Maxis Berhad, has no conflict of interests with Maxis Berhad and has not been convicted of any
03
offence within the past five years and has not been imposed any penalty by the relevant regulatory bodies during the
04
financial year ended 2021.
05
06 H. Authority to allot and issue shares pursuant to Sections 75 and 76 of the Companies Act 2016. The Ordinary Resolution
proposed pursuant to this resolution is for the purpose of renewing the general mandate for issuance of shares by
the Company pursuant to Sections 75 and 76 of the Companies Act 2016.
The Company did not issue any shares pursuant to Sections 75 and 76 of the Companies Act 2016 under the general
mandate sought at the Twelfth AGM held on 22 April 2021, which will lapse upon the conclusion of the forthcoming
Thirteenth AGM to be held on 28 April 2022.
The proposed resolution, if passed, will give authority to the Directors of the Company, from the date of this Annual
General Meeting, to allot and issue shares or to make or grant offers, agreements or options in respect of shares to
such persons, in their absolute discretion including to make or grant offers, agreements or options which would or
might require shares in the Company to be issued after the expiration of the approval, without having to convene a
general meeting, provided that the aggregate number of shares issued does not exceed 10% of the total number of
issued shares of the Company for the time being. This authority, unless revoked or varied at a general meeting, will
expire at the conclusion of the next Annual General Meeting of the Company.
The general mandate sought will enable the Directors of the Company to allot and issue shares, including but not
limited to making a placement of shares for the purposes of raising funding for investment(s), working capital and
general corporate purposes as deemed necessary
Notes:
1. Virtual AGM
(i) The Thirteenth AGM shall be held as a virtual meeting where members are only allowed to participate remotely
via live streaming and online voting using Remote Participation and Electronic Voting (“RPEV”) facilities which are
available at https://meeting.boardroomlimited.my (Domain Registration No. with MYNIC - D6A357657). Please follow
the procedures provided in the RPEV Administrative Details for the Thirteenth AGM in order to register, participate
and vote remotely via RPEV facilities.
(ii) With RPEV facilities, a member may exercise his/her right to participate (including to pose questions to the Company)
and vote at the Thirteenth AGM. Members may use the query box facility to submit questions real time during the
Thirteenth AGM or e-mail questions to ir@maxis.com.my prior to the meeting in line with the Guidance and Frequently
Asked Questions on the Conduct of General Meetings for Listed Issuers released by Securities Commission Malaysia
(“SC”) on 18 April 2020 and revised on 16 July 2021 (“SC Guidance Note”).
Other Information
(iii) The venue of the Thirteenth AGM is strictly for purposes of complying with Section 327(2) of the Companies Act
2016, which requires the Chairman of the Meeting to be at the main venue (“Broadcast Venue”) and to facilitate
the conduct of the virtual meeting. No shareholders or proxies will be allowed to be physically present at the
Broadcast Venue.
2. Proxy
(i) Since the Thirteenth AGM will be conducted as a virtual meeting, members wishing to participate in the meeting
would be required to register yourselves through https://investor.boardroomlimited.com in order to participate
remotely in the Thirteenth AGM.
(ii) A member of the Company entitled to participate and vote at the meeting is entitled to appoint a proxy or
proxies to participate and vote in his stead, subject to the following provisions:
(a) save as provided for in Note 2(iv), the Companies Act 2016 and any applicable law, each member shall not
be permitted to appoint more than two (2) proxies; and
(b) where a member appoints more than one proxy, the appointment shall be invalid unless he/she specifies 01
the proportion of the member’s shareholdings to be represented by each proxy. 02
The members or their proxies may submit questions to the Company at ir@maxis.com.my prior to the Thirteenth AGM
03
or using the query box to transmit questions via RPEV facilities during the live streaming of the Thirteenth AGM.
04
(iii) If a member of the Company entitled to attend and vote at a meeting of the Company is not able to participate the
Thirteenth AGM via RPEV facilities on 28 April 2022, in line with the SC Guidance Note, members are strongly 05
encouraged to appoint the Chairman of the meeting as his/her Proxy and indicate the voting instructions in the 06
instrument appointing a Proxy (“Proxy Form”).
(iv) For the avoidance of doubt, and subject always to Note 2(ii)(b), the Companies Act 2016 and any applicable
laws:
(a) Where a member is an exempt authorised nominee which holds ordinary shares in the Company for
multiple beneficial owners in one securities account (omnibus account), there is no limit to the number of
proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
(b) Where a member of the Company is an authorised nominee, it may appoint at least one proxy in respect of
each securities account it holds to which ordinary shares in the Company are credited. Each appointment
of proxy by an authorised nominee may be made separately or in one instrument of proxy and shall
specify the securities account number and the name of the beneficial owner for whom the authorised
nominee is acting.
(c) A member who is a substantial shareholder (within the meaning of the Companies Act 2016) may appoint
up to (but not more than) five (5) proxies.
(v) A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of
the proxy.
(vi) Proxy appointment may be made via hardcopy proxy form pursuant to Rule 111 of the Company’s Constitution or
electronically pursuant to Rule 89 of the Company’s Constitution. The instrument appointing a proxy shall be as
follows:
The Proxy Form shall be deposited at the office of the Share Registrar of the Company at Boardroom
Share Registrars Sdn Bhd, at Ground Floor or 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay
Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia no later than Wednesday, 27 April
2022 at 3.00 p.m.,
(i) to the Share Registrar of the Company, Boardroom Share Registrars Sdn Bhd via e-mail to
bsr.helpdesk@boardroomlimited.com, no later than Wednesday, 27 April 2022 at 3.00 p.m.,
(ii) via electronic means (“e-Proxy”) through the Boardroom Smart Investor Portal at
https://investor.boardroomlimited.com by logging in and selecting “Submit eProxy Form” no later
than Wednesday, 27 April 2022 at 3.00 p.m. (please refer to the RPEV Administrative Details and
the Annexure to the Proxy Form available at https://maxis.listedcompany.com/ar2021.html for further
information on electronic submission).
3. Voting
(i) Pursuant to Paragraph 8.29A(1) of the MMLR, all the resolutions at the Thirteenth AGM of the Company shall be
01 put to vote by way of poll.
02 (ii) If no name is inserted in the space provided for the name of your proxy, the Chairman of the meeting will act as
your proxy.
03
(iii) The lodging of a form of proxy does not preclude a member from attending and voting at the meeting should
04
the member subsequently decide to do so.
05 (iv) Please refer to the voting procedures as specified in the RPEV Administrative Details for the Thirteenth AGM.
06 (v) Upon completion of the voting session for the Thirteenth AGM, the Independent Scrutineers will verify and
announce the poll results followed by the Chairman of the meeting’s declaration whether the resolutions are
duly passed.
Please refer to the Company’s Compliance with the Personal Data Protection Act 2010 statement as found on page 259 of
Maxis Integrated Annual Report 2021.
By attending the AGM and/or registering for the remote participation and electronic voting meeting and/or submitting the
instrument appointing a proxy(ies) and/or representative(s), a member of the Company: (i) consents to the processing of the
member’s personal data by the Company (or its agents) for the AGM and matters related thereto, including but not limited
to: (a) for processing and administration of proxies and representatives appointed for the AGM; (b) for preparation and
compilation of the attendance lists, minutes and other documents relating to the AGM (which includes any adjournments
thereto); and (c) for the Company’s (or its agents’) compliance with any applicable laws, listing rules, regulations, codes and/
or guidelines (collectively, the “Purposes”), (ii) undertakes and warrants that he or she has obtained such proxy(ies)’ and/or
representative(s)’ prior consent for the Company’s (or its agents’) processing of such proxy(ies)’ and/or representative(s)’
personal data for the Purposes, and (iii) agrees that the member will fully indemnify the Company for any penalties,
liabilities, legal suits, claims, demands, losses and damages as a result of the member’s failure to provide accurate and
correct information of the personal data or breach of the member’s undertaking and/or warranty as set out herein.
NOTE 1: The term "processing" and "personal data" shall have the same meaning as defined in the Personal Data
Protection Act 2010.
NOTE 2: This statement should be read in conjunction with Maxis’ Privacy Notice for Shareholders which also accessible at
https://maxis.listedcompany.com/corporate_governance.html.
NOTE 3: For the avoidance of doubt, a member of the Company refers to the registered shareholder of Maxis Berhad and
includes a personal representative or trustee of an estate (in the case of a deceased individual shareholder).
Other Information
Maxis Integrated Annual Report 2021, Circular to Shareholders, Corporate Governance Report 2021 and queries related
to Thirteenth AGM
1. Maxis Integrated Annual Report 2021, Circular to Shareholders and Corporate Governance Report 2021 may be
downloaded at this link https://maxis.listedcompany.com/ar2021.html
2. Members are advised to refer to the Company’s announcements on Bursa Malaysia Securities Berhad’s website and
Company’s website at www.maxis.com.my from time to time for any updates on the Thirteenth AGM subsequent to the
issuance of this Notice.
3. Any queries relating to the Thirteenth AGM including the lodgment of proxy form and the RPEV procedures may be
directed to bsr.helpdesk@boardroomlimited.com. For the avoidance of doubt, save for making the foregoing queries,
you may not use the said email address to communicate with the Company for any other purposes.
4. Please refer to the RPEV Administrative Details at this link https://maxis.listedcompany.com/ar2021.html for further 01
details of the Thirteenth AGM. 02
03
04
05
06
Proxy Form
*I/*We *NRIC (new and old)/*Passport/*Company No
(FULL NAME OF A MEMBER IN BLOCK LETTERS AS PER *IDENTITY CARD/*PASSPORT/*CERTIFICATE OF INCORPORATION) (COMPULSORY: NEW AND OLD)
of
(ADDRESS)
telephone no. and email address being a member of Maxis Berhad (“the Company”), hereby appoint
*NRIC/*Passport No
(FULL NAME OF A PROXY IN BLOCK LETTERS AS PER *IDENTITY CARD/*PASSPORT) (COMPULSORY)
of
(ADDRESS)
and/or *NRIC/*Passport No
(FULL NAME OF A PROXY IN BLOCK LETTERS AS PER *IDENTITY CARD/*PASSPORT) (COMPULSORY)
of
(ADDRESS)
or failing *him/her, THE CHAIRMAN OF THE MEETING as *my/our *proxy/proxies to vote for *me/us and on *my/our behalf at the Thirteenth Annual General
Meeting of the Company to be conducted virtually on our following Meeting Platform on Thursday, 28 April 2022 at 3.00 p.m. and at any adjournment thereof.
Online Meeting Platform : https://meeting.boardroomlimited.my (Domain Registration No. with MYNIC – D6A357657)
Day and Date : Thursday, 28 April 2022
Time : 3.00 p.m.
Broadcast Venue : Auditorium, Level 3A Floor, Menara Symphony, No. 5 Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya,
Selangor Darul Ehsan, Malaysia
Mode of Communication : 1) Typed text in the Online Meeting Platform. The messaging window facility will be opened concurrently with the Virtual
Meeting Portal, one (1) hour before the Thirteenth AGM, that is from 2.00 p.m. on Wednesday, 28 April 2022.
2) E-mail questions to ir@maxis.com.my prior to the Thirteenth Annual General Meeting.
*I/We indicate with an “√“ or “X“ in the spaces below how *I/we wish *my/our vote to be cast:
AGENDA
1 To receive the Audited Financial Statements and the Reports of Directors and Auditors thereon.
ORDINARY RESOLUTIONS FOR AGAINST
2 Re-election of the following Directors who retire pursuant to Rule 131.1 of the Company’s Constitution:
(a) Tan Sri Mokhzani bin Mahathir Resolution 1
(b) Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda Resolution 2
(c) Mazen Ahmed M. AlJubeir Resolution 3
3 Re-election of the following Directors who retire pursuant to Rule 116 of the Company’
(a) Ooi Huey Tyng Resolution 4
(b) Uthaya Kumar A/L K Vivekananda Resolution 5
4 Approval for Directors’ Remuneration for Non-Executive Directors of the Company from the Resolution 6
conclusion of this Annual General Meeting up till the conclusion of the next Annual General Meeting
of the Company
5 Approval for Directors’ Remuneration for Non-Executive Directors of Maxis Collections Sdn Bhd, a Resolution 7
wholly owned subsidiary of Maxis Berhad from 1 September 2021 up till the conclusion of the next
Annual General Meeting
6 Re-Appointment of PricewaterhouseCoopers PLT (LLP0014401-LCA & AF 1146) (“PwC”) as Auditors of Resolution 8
the Company
7 Approval for Alvin Michael Hew Thai Kheam to continue to act as Independent Non-Executive Resolution 9
Director from 30 August 2022 to 29 August 2023
8 Renewal of Authority to allot and issue Shares pursuant to Sections 75 and 76 of the Companies Act Resolution 10
2016
9 To obtain shareholders’ mandate for the Company and/or subsidiaries to enter into recurrent related
party transactions (“RRPTs”) of a revenue or trading nature with:
(a) Astro Malaysia Holdings Berhad and/or its affiliates Resolution 11
(b) Usaha Tegas Sdn Bhd and/or its affiliates Resolution 12
(c) MEASAT Global Berhad and/or its affiliates Resolution 13
(d) Maxis Communications Berhad and/or its affiliates Resolution 14
(e) Saudi Telecom Company and/or its affiliates Resolution 15
(f) SRG Asia Pacific Sdn Bhd Resolution 16
(g) Malaysian Landed Property Sdn Bhd and/or its affiliates Resolution 17
(h) ZenREIT Sdn Bhd Resolution 18
Subject to the above stated voting instructions, *my/*our proxy may vote or abstain from voting on any resolution as *he/*she/*they may think fit.
If appointment of proxy is under hand
was hereto affixed in accordance with its Constitution No. of shares held: Second Proxy
in the presence of: No. of Shares:
Seal
(beneficial owner)
Notes:
1. Virtual AGM
(i) The Thirteenth Annual General Meeting (“Thirteenth AGM”) shall be held as a virtual meeting where members are only allowed to participate remotely via live streaming and online voting using
Remote Participation and Electronic Voting (“RPEV”) facilities which are available at https://meeting.boardroomlimited.my (Domain Registration No. with MYNIC – D6A357657). Please follow
the procedures provided in the RPEV Administrative Details for the Thirteenth AGM in order to register, participate and vote remotely via RPEV facilities.
(ii) With RPEV facilities, a member may exercise his/her right to participate (including to pose questions to the Company) and vote at the Thirteenth AGM. Members may use the query box facility
to submit questions real time during the Thirteenth AGM or e-mail questions to ir@maxis.com.my prior to the meeting in line with the Guidance and Frequently Asked Questions on the Conduct
of General Meetings for Listed Issuers released by Securities Commission Malaysia (“SC”) on 18 April 2020 and revised on 16 July 2021 (“SC Guidance Note”).
(iii) The venue of the Thirteenth AGM is strictly for the purposes of complying with Section 327(2) of the Companies Act 2016, which requires the Chairman of the Meeting to be at the main venue
(Broadcast Venue) and to facilitate the conduct of the virtual meeting. No shareholders or proxies will be allowed to be physically present at the Broadcast Venue.
2. Proxy
(i) Since the Thirteenth AGM will be conducted as a virtual meeting, members wishing to participate in the meeting would be required to register yourselves https://investor.boardroomlimited.com
in order to participate remotely in the Thirteenth AGM.
(ii) A member of the Company entitled to participate and vote at the meeting is entitled to appoint a proxy or proxies to participate and vote in his stead, subject to the following provisions:
(a) save as provided for in Note 2(iv), the Companies Act 2016 and any applicable law, each member shall not be permitted to appoint more than two (2) proxies; and
(b) where a member appoints more than one proxy, the appointment shall be invalid unless he/she specifies the proportion of the member’s shareholdings to be represented by each proxy.
The members or their proxies may submit questions to the Company at ir@maxis.com.my prior to the Thirteenth AGM or using the query box to transmit questions via RPEV facilities during the
live streaming of the Thirteenth AGM.
(iii) If a member of the Company entitled to attend and vote at a meeting of the Company is not able to participate the Thirteenth AGM via RPEV facilities on 28 April 2022, in line with the SC Guidance
Note, members are strongly encouraged to appoint the Chairman of the meeting as his/her Proxy and indicate the voting instructions in the instrument appointing a Proxy (“Proxy Form”).
(iv) For the avoidance of doubt, and subject always to Note 2(ii)(b), the Companies Act 2016 and any applicable laws:
(a) Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (omnibus account), there is no limit
to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
(b) Where a member of the Company is an authorised nominee, it may appoint at least one proxy in respect of each securities account it holds to which ordinary shares in the Company are
credited. Each appointment of proxy by an authorised nominee may be made separately or in one instrument of proxy and shall specify the securities account number and the name of the
beneficial owner for whom the authorised nominee is acting.
(c) A member who is a substantial shareholder (within the meaning of the Companies Act 2016) may appoint up to (but not more than) five (5) proxies.
(v) A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy.
(vi) Proxy appointment may be made via hardcopy
(a) In Hardcopy Form
The Hardcopy Proxy Form shall be in writing under the hands of the appointor or of his/her attorney duly authorised in writing or if the appointor is a corporation either under its common
seal, or the hand of its officer or its duly authorised attorney. An instrument appointing a Proxy to vote at a meeting shall be deemed to include the power to demand or join in demanding
a poll on behalf of the appointor.
The Proxy Form shall be deposited at the office of the Share Registrar of the Company at Boardroom Share Registrars Sdn Bhd, Ground Floor or 11th Floor, Menara Symphony,
No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia no later than Wednesday, 27 April 2022 at 3.00 p.m.,
(b) By Electronic Means
The Proxy Form may be submitted:
(i) to the Share Registrar of the Company, Boardroom Share Registrars Sdn Bhd via e-mail to bsr.helpdesk@boardroomlimited.com, no later than Wednesday, 27 April 2022 at 3.00 p.m.
or
(ii) via electronic means (“e-Proxy”) through the Boardroom Smart Investor Portal at https://investor.boardroomlimited.com by logging in and selecting “Submit eProxy
Form” no later than Wednesday, 27 April 2022 at 3.00 p.m. (please refer to the RPEV Administrative Details and the Annexure to the Proxy Form available at
https://maxis.listedcompany.com/ar2021.html for further information on electronic submission).
3. Voting
(i) Pursuant to Paragraph 8.29A(1) of the MMLR of Bursa Malaysia Securities Berhad, all the resolutions at the Thirteenth AGM of the Company shall be put to vote by way of poll.
(ii) If no name is inserted in the space provided for the name of your proxy, the Chairman of the meeting will act as your proxy.
(iii) The lodging of a form of proxy does not preclude a member from attending and voting at the meeting should the member subsequently decide to do so.
(iv) Please refer to the voting procedure as specified in the RPEV Administrative Details for the Thirteenth AGM.
(v) Upon completion of the voting session for the Thirteenth AGM, the Independent Scrutineers will verify and announce the poll results followed by the Chairman of the meeting’s declaration
whether the resolutions are duly passed.
By attending the AGM and/or registering for the remote participation and electronic voting meeting and/or submitting the instrument appointing a proxy(ies) and/or representative(s), a member of the
Company: (i) consents to the processing of the member’s personal data by the Company (or its agents) for the AGM and matters related thereto, including but not limited to: (a) for processing and
administration of proxies and representatives appointed for the AGM; (b) for preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (which includes any
adjournments thereto); and (c) for the Company’s (or its agents’) compliance with any applicable laws, listing rules, regulations, codes and/or guidelines (collectively, the “Purposes”), (ii) undertakes and
warrants that he or she has obtained such proxy(ies)’ and/or representative(s)’ prior consent for the Company’s (or its agents’) processing of such proxy(ies)’ and/or representative(s)’ personal data for the
Purposes, and (iii) agrees that the member will fully indemnify the Company for any penalties, liabilities, legal suits, claims, demands, losses and damages as a result of the member’s failure to provide
accurate and correct information of the personal data or breach of the member’s undertaking and/or warranty as set out herein.
NOTE 1: The term “processing” and “personal data” shall have the same meaning as defined in the Personal Data Protection Act 2010.
NOTE 2: This statement should be read in conjunction with Maxis’ Privacy Notice for Shareholders which also accessible at https://maxis.listedcompany.com/corporate_governance.html.
NOTE 3: For the avoidance of doubt, a member of the Company refers to a registered shareholder of Maxis Berhad and includes a personal representative or trustee of an estate
(in the case of a deceased individual shareholder).
Maxis Integrated Annual Report 2021, Circular to Shareholders, Corporate Governance Report 2021 and queries related to Thirteenth AGM
1. Maxis Integrated Annual Report 2021, Circular to Shareholders and Corporate Governance Report 2021 may be downloaded at this link https://maxis.listedcompany.com/ar2021.html.
2. Members are advised to refer to the Company’s announcements on Bursa Malaysia Securities Berhad’s website and Company’s website at www.maxis.com.my from time to time for any updates on
the Thirteenth AGM subsequent to the issuance of this Notice.
3. Any queries relating to the Thirteenth AGM including the lodgment of proxy form and the RPEV procedures may be directed to bsr.helpdesk@boardroomlimited.com. For the avoidance of doubt,
save for making the foregoing queries, you may not use the said email address to communicate with the Company for any other purposes.
4. Please refer to the RPEV Administrative Details at this link https://maxis.listedcompany.com/ar2021.html for further details of the Thirteenth AGM.
fold here
STAMP
Maxis Berhad
c/o Boardroom Share Registrars Sdn Bhd
[Registration Number: 199601006647 (378993-D)]
11th Floor, Menara Symphony
No. 5, Jalan Prof. Khoo Kay Kim
Seksyen 13, 46200 Petaling Jaya
Selangor Darul Ehsan, Malaysia
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www.maxis.com.my