Annual Report 2019

CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board of Directors (“Board”) of AirAsia Group Berhad (“AAGB” or the “Company”) presents this Corporate Governance Overview Statement to provide shareholders and investors with an overview of the corporate governance practices of the Company under the leadership of the Board for the financial year ended 2019 (“the Financial Year”). The Board of AAGB is committed to ensuring good corporate governance standards across the AirAsia group of companies (“the Group”). Save as disclosed otherwise, the Board takes guidance and considers it has complied with the statutory requirements, principles and best practices inclusive of the corporate governance principles, and recommendations set out in the Malaysian Code on Corporate Governance (“MCCG”) released by the Securities Commission Malaysia, the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) and the Companies Act 2016 during the Financial Year. In building a sustainable ASEAN travel and financial platform company, the Board is mindful of its accountability towards its shareholders and various stakeholders. The Board and Senior Management are committed to providing effective leadership and promoting uncompromising ethical standards in the organisation, and towards ensuring excellence in its corporate governance standards and practices throughout the Company, to which the application of each recommended Practices set out in the MCCG and its explanations are disclosed in AAGB’s Corporate Governance Report. The Corporate Governance Overview Statement should be read together with AAGB’s Corporate Governance Report 2019 published on AAGB’s website at https://ir.airasia.com/home_ir.html. The Board presents this statement to provide an insight into the corporate governance practices of AAGB under the leadership of the Board with reference to the following principles – (a) Board Leadership and Effectiveness; (b) Effective Audit and Risk Management; and (c) Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders. Principle A: Board Leadership and Effectiveness 1. Board Responsibilities The Board is responsible for governing, guiding and overseeing the overall management of the Group and retains full and effective control over the affairs of the Group. It reviews the Group’s policies and strategies, enforces standards of accountability, actively oversees the conduct, management and business affairs of AAGB and monitors the Senior Managements’ performance. The Board ensures the effective discharge of its fiduciary and leadership functions, as well as sustains long-term shareholder value while safeguarding the interests of all the stakeholders. It works closely with the Senior Management to ensure that the operations of AAGB are conducted prudently within the framework of relevant laws and regulations. Directors have independent access to the advice and dedicated support services of the Company Secretaries (who are legally qualified to act as company secretary under the Companies Act 2016) to ensure effective functioning of the Board. The Directors may seek advice from Senior Management on issues pertaining to their respective jurisdiction, as well as independent professional advice in discharging their duties. The Board recognises that having established and clearly defined roles and responsibilities of the Board and the Senior Management is important to strike a reasonable balance between the strategy foundation and policy-making on the one hand, and the conformance roles of executive supervision and accountability on the other. Delegation of the Board’s authority to the Senior Management is subject to defined limits of authority and monitoring by the Board. However, as the Board has the overall responsibility to manage and supervise the affairs of the Company in accordance with the law, there are matters, which are reserved for the Board’s consideration as set out in the Board Charter. There is a clear separation of the positions and roles between the Chairman (“Chairman”) and the Chief Executive Officer (“CEO”) to promote greater accountability to enhance check and balance. The positions of the Chairman and the CEO are held by two different individuals. The roles of the Chairman as well as the CEO are also described in the Board Charter at https://ir.airasia.com/misc/Board_Charter.pdf. To assist the Board in discharging its duties and responsibilities in order to enhance business and corporate efficiency and effectiveness, the Board has in place a Governance Structure for the Group where specific powers of the Board are delegated to the relevant Committees and the CEO, as depicted on page 183 of the Annual Report. 182 MORE THAN JUST AN AIRLINE >