Annual Report 2019

CORPORATE GOVERNANCE OVERVIEW STATEMENT (CONT’D.) 2. Board Composition The size, balance and composition of the Board support its role of driving the long-term direction and strategy of AAGB. A key function of the Board is to create value for shareholders and track the progress of each milestone that meets its business objectives. The Board also ensures that AAGB upholds a high level of corporate governance while meeting its other obligations to shareholders and other stakeholders. AAGB has implemented procedures for the nomination and election of the Directors via the NRC. The NRC assesses candidates against the leadership skills, gender, digital savviness, entrepreneurial mindset, knowledge and experience required by AAGB. AAGB recognises the benefits of having a diverse Board. In line with its Board Diversity Policy, selection of candidates to join the Board is in part dependent on the pool of candidates with the necessary skills, knowledge and experience. The NRC will review the nominees for directorship and membership of Board Committees by going through their profiles and interviewing the nominees, following which the NRC will submit its recommendations to the Board. The profile of each Director can be found on pages 46 to 52 of this Annual Report. AAGB’s diverse Board includes and makes good use of differences in skills, regional and industry experience, background, race, gender, ethnicity, age and other attributes of the Directors. The Board has a composition with a majority comprising independent and non-executive directors. While AAGB had only one woman director represented on the Board during the Financial Year, the Board and the NRC, are actively seeking new women directors to join the Company based on recommendations of existing Board members, Senior Management or major shareholders. The Board has in place a policy which limits the tenure of Independent Non-Executive Directors to nine (9) years in line with MCCG. An Independent Director may remain as Independent Director after serving a cumulative term of nine (9) years, provided that the Board recommends this upon concrete justification and after seeking its shareholders’ approval at a general meeting. Following the release of the MCCG, AAGB has adopted the two-tier voting process in its Constitution for retention of any Independent Directors who have served for more than 12 years in that capacity. The Constitution of AAGB provides that at least one-third of the Directors are subject to retirement by rotation at each Annual General Meeting (“AGM”). In other words, each Director must retire from office once every three (3) years and is eligible to offer him/herself for re-election or re- appointment. The Constitution of AAGB also provides that a Director who is appointed during the year will be subject to re-election at the next AGM following their appointment. The names of the Directors seeking for the re-election at the forthcoming AGM are disclosed in the Notice of AGM. 3. Our Board and its Committees In order for the Board to operate efficiently and give the right level of attention and consideration to relevant matters, the Committees assist the Board in fulfilling its oversight functions. The Committees’ agendas and schedules of items to be discussed at their meetings are prepared in accordance with the terms of reference of each Committee and take account other topical and ad-hoc matters. All Board Committees operate within their clearly defined terms of reference and operating procedures whereupon the Board receives reports of their proceedings and deliberations with their recommendations. In addition to the vertical lines of reporting, the Committees communicate and work together where required. At the Committees’ meetings, items are discussed and, as appropriate, endorsed, approved or recommended to the Board for approval. Following the Committees’ meetings, the Chairman of each Committee provides the Board with a summary of the main decisions and discussion points, and the minutes of the Committees’ meetings are presented to the Board for notation; hence, the non-committee members are kept up-to-date with the work undertaken by each Committee. The ultimate responsibility for decision making lies with the Board. 184 MORE THAN JUST AN AIRLINE >