Corporate Profile

Telekom Malaysia Berhad (TM), Malaysia’s Convergence Champion and No. 1 Converged Communications Services Provider offers a comprehensive suite of communication services and solutions in fixed (telephony and broadband), mobility, content, wifi and smart services. As a market leader, TM is driven by stakeholder value creation in a highly competitive environment. The Group places emphasis on delivering an enhanced customer experience via continuous customer service quality improvements and innovations, whilst focusing on increased operational efficiency and productivity.

Leveraging on our extensive global connectivity, network infrastructure and collective expertise, TM is well positioned to propel Malaysia as a regional Internet hub and digital gateway for South-East Asia.

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Vision & Mission

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Our People

As the leading integrated telecommunications company in Malaysia, we aim to deliver cutting-edge communications, information and entertainment services. Explore our profile to find out more about who we are and what we stand for.

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Corporate Governance

Our Governance Model And Framework

Our governance model has been based on relevant requirements of the Main Market Listing Requirements (Main LR) of Bursa Malaysia Securities Berhad (Bursa Securities), Malaysian Code on Corporate Governance 2017 (MCCG 2017), Corporate Governance Guide 2017 (CG Guide), Corporate Disclosure Guide, Green Book on Enhancing Board Effectiveness, international best practices and standards, in addition to being benchmarked against the ASEAN Corporate Governance (CG) Scorecard.

The Board approves the Group’s governance framework where specific powers of the Board are delegated to the relevant Board Committees, contributing their specialist skills to key areas such as financial information review, human capital management, internal controls and risk management as well as governance, procurement and investment matters, and the Managing Director (MD)/Group Chief Executive Officer (Group CEO) as depicted below:

The Governance Model is supported by the Limits of Authority (LoA) Matrix of TM Group and Business Policy and Governance (BPG). Issues and decisions reserved for the Board are evidently identified in the Tier 1 LoA which provides empowerment of the Board, BTC, Executive Directors (EDs) and Top Management. The LoA Matrix and BPG are reviewed as and when required, to adapt to the complexity of the business and to reflect TM’s key business policies and governance across key function areas throughout the organisation.

Following the release of the MCCG 2017 by the Securities Commission (SC) in April 2017, the Board Nomination and Remuneration Committee (NRC) and the Board in May 2017 have considered the preliminary gap analysis prepared by Management on the comparison between the CG practices in the Company and the standards as set out in the MCCG 2017. The Board agreed that the Company has subscribed to all 12 Intended Outcomes with some deviations on the Practices promulgated in the MCCG 2017. The Board acknowledged the importance of honouring the CG substance which embodies the tenet to good governance.

This CG Overview Statement made reference to the three key CG principles as set out in the MCCG 2017, which are:

The statement is to be read together with the CG Report 2017 of the Company which is available on the Company’s website at www.tm.com.my. The CG Report provides the details on how the Company has applied each Practice as well as the departures and alternative measures in place within the Company during the financial year 2017.

We are pleased to present our application of the Principles of MCCG 2017 throughout this statement. We hope the information will help you to understand how your Board runs the Company, manages risks, monitors internal controls, and how decisions have been made.

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Corporate Governance Report

This CG Overview Statement made reference to the three key CG principles as set out in the MCCG 2017, which are:

The statement is to be read together with the CG Report 2017 of the Company. The CG Report provides the details on how the Company has applied each Practice as well as the departures and alternative measures in place within the Company during the financial year 2017.

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Directors' Statement on Risk Management and Internal Control

Pursuant to Paragraph 15.26(b) of the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities), the Boards of listed companies are required to include in their annual report, a “statement about the state of internal control of the listed issuer as a group”. Accordingly, TM’s Board of Directors (Board) is pleased to provide the following statement that has been prepared in accordance with the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers endorsed by Bursa Securities which outlines the nature and scope of the risk management and internal control within TM Group during the financial year under review.

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Board Charter

Our Board Charter has been serving as a guide for excellence in corporate governance since it was first adopted in January 2013. It compiled the terms of references of our Board and Board Committees, practices, principles and codes into a primary source of reference for the Board on our governance practices and Board policies and guidelines.

Over time, our Board Charter has been reviewed and updated based on the best corporate practices, professional guidelines and standards, rules and regulation and the law as and when the change occurred in order to maintain its relevance to current tenet. Throughout these transformation, our Board endeavours to preserve the best practices to uphold the highest standard of governance in the Company.

The Board Charter was last reviewed in February 2018, to reflect the relevant amendments of the rules and guidelines. Further changes are expected in 2018, following the proposed adoption of the Company’s new Constitution in place of the existing Memorandum and Articles of Association, which will be presented at the forthcoming 33rd Annual General Meeting of the Company.

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Code of Business Ethics

Constitution

Comparison on Proposed Amendments to Existing M&A

PROPOSED AMENDMENTS TO TELEKOM MALAYSIA BERHAD'S (TM) EXISTING MEMORANDUM & ARTICLES OF ASSOCIATION (TM’S M&A) AND SUBSTITUTION OF THE SAME WITH ITS CONSTITUTION

Defined Terms

  1. Constitution: TM’s Proposed Constitution
  2. Main LR: Bursa Malaysia Main Market Listing Requirements
  3. New CA: Companies Act 2016
  4. Old CA : Companies Act 1965

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Annual / Extraordinary General Meeting (AGM/EGM)

TM has convened its 33rd AGM on 26 April 2018 at 10:00 a.m. at Kristal Hall, TM Convention Centre, Menara TM, Jalan Pantai Baharu, 50672 Kuala Lumpur, Malaysia. The Notice of the 33rd AGM was published in the local newspapers (The Star and Berita Harian) on 28 March 2018. TM 2017 Corporate and Financial Summary, 2017 Integrated Annual Report (in CD-Rom) and Circular to Shareholders dated 28 March 2018 were also despatched to the shareholders on the same day.

A total of 4,726 members, representing 3,127,407,372 ordinary shares of TM or 83.22% of TM’s paid up capital have duly registered for the AGM.

All 14 ordinary resolutions and one special resolution tabled at the said 33rd AGM were duly passed and carried.

Announcements

Conflict Management

TM Board recognises the importance of addressing conflicts within the Board sensibly, fairly and efficiently within the Company, irrespective of the parties involved. The Chairman and Senior Independent Director (SID) have a tacit role to act as the intermediary to resolve any issue or sensitive matter that arises between members of the Board. In instances of conflict or issues between Board members and employees involving unethical conduct of any member of the Board, TM has established a grievance procedure whereby aggrieved employees may escalate complaints against the Board member via a formal channel through the SID and/or the Company Secretary.

The SID and/or Company Secretary will evaluate and, if required, stream the complaint to the NRC Chairman for consultation to decide on the next course of action. If the complaint is substantiated and warrants further investigation, an independent ad hoc Board Ethics Committee will be established to review and investigate the complaint and recommend the next course of action to the NRC. Ultimately, TM Board will decide on the most appropriate action to be taken against the Director.

Group Corporate Structure

This chart represents TM’s lines of businesses, subsidiaries, associates, business functions and corporate functions.

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Capital Structure

Awards & Milestones

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