Annual Report 2019

FINANCIAL STATEMENTS BOARD Our Board is collectively responsible for the effective oversight of the Company and its businesses by actively overseeing the conduct and direct the management of the business and affairs of AAGB towards enhancing business prosperity and corporate accountability with the ultimate objective of meeting the goals of the Company, realising long term shareholders value and safeguarding the interests of stakeholders. The Board sets the risk appetite and determines the principal risks for the Company and takes the lead in areas such as safeguarding the reputation of the Company and its financial policy, as well as making sure to maintain a sound system of internal control and risk management. CHAIRMAN The Chairman oversees the Board in the effective discharge of its role and to instil good corporate governance practices, leadership and effectiveness of the Board. To monitor the workings of the Board and the conduct of the Board meeting to ensure all relevant issues for the effective running of AAGB’s business are on the agenda for the Board meetings. The Chairman ensures that quality information to facilitate decision-making is delivered to Board members on a timely basis, to encourage all directors to play an active role in Board activities, including leading Board meetings and discussions and encourage active participation and allowing dissenting views to be freely expressed. The Chairman manages the interface between Board and the Management and ensures that appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board as a whole, and to chair general meetings of shareholders. CHIEF EXECUTIVE OFFICER The CEO leads the management of the Company and provides direction for the implementation of the strategies and business plans as approved by the Board and the overall management of the business operations group-wide. The CEO also chairs the Senior Management Team which assists him in his management of AAGB, particularly in relation to strategic business development, high impact and high value investments, and cross business matters of the AAGB’s Group. SENIOR MANAGEMENT TEAM The Board is assisted by the Senior Management Team of the Company which comprises senior employees holding the positions of CEO, CFO, Presidents (Airlines and RedBeat Ventures), Chief Legal Officer, Chief People & Culture Officer and Executive Director of AirAsia Investment Limited. The Senior Management Team is tasked with the responsibility of managing of the Company’s business and implementing the Board’s strategies, policies and decisions. The relevant members of the Senior Management Team will also be invited to attend Board and/or Committees’ meetings to advise and provide clarification as and when required on items in the agenda tabled to the Board and Committees. AUDIT COMMITTEE (“AC”) The AC assists the Board in fulfilling its oversight functions in relation to internal controls and financial reporting of the Company. The AC provides the Board with assurance on the quality and reliability of the financial information reported by the Company whilst promoting efficiency and good governance practices to ensure the proper conduct and safeguarding of AAGB and its Group’s assets. NOMINATION AND REMUNERATION COMMITTEE (“NRC”) The NRC was established to assist the Board in discharging its responsibilities in the determination of the remuneration and compensation of the Directors and Senior Management of the Company. The NRC recommends to the Board the remuneration policy for the Non-Executive Directors and Senior Management of the Company (as defined in its terms of reference). The NRC also reviews the Chairman’s and CEO’s Performance Scorecard, and recommends the rating of the scorecard to the Board for its approval and oversees the development of a succession management plan for the Chairman and CEO. The NRC is also responsible for assessing the performance of the Board and Board Committees, as well as making recommendations on the nomination policy, succession planning framework, talent management, training programmes and any related matters for directors and senior management and to oversee succession planning for the Board Chairman and Directors. RISK MANAGEMENT COMMITTEE (“RMC”) The RMC was established to oversee the risk management activities of Company and the Group. It supports the Board in fulfilling its responsibility for identifying significant risks and ensuring the implementation of appropriate systems to manage the overall risk exposure of the Group. SAFETY REVIEW BOARD (“SRB”) The SRB provides oversight over the effective and efficient implementation of the Group’s Safety Policy within the overall Group Safety Management System. AIRASIA GROUP BERHAD ANNUAL REPORT 2019 183