Annual Report 2020

CorporateGovernanceOverviewStatement BOARD OF DIRECTORS The Board is collectively responsible for the effective oversight of the Company and its businesses by actively overseeing the conduct thereof. The Board oversees 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. It takes the lead in areas such as safeguarding the reputation of the Company and its financial policy, as well as maintaining a sound system of internal control and risk management. AUDIT COMMITTEE (“AC”) The AC assists the Board in fulfilling its oversight functions in relation to internal controls and financial reporting of the Company. TheACprovides theBoardwith assurance on the quality and reliability of the financial information reported by theCompanywhilst promotingefficiency andgoodgovernancepractices toensure the proper conduct and safeguarding of AAGB and its Group’s assets. RISK MANAGEMENT COMMITTEE (“RMC”) The RMC was established to oversee the risk management activities of the 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 theGroup'sSafetyPolicywithintheoverall Group Safety Management System. CHAIRMAN TheChairman oversees theBoard in the effective discharge of its role and to instil good corporate governance practices, leadershipandeffectivenessof theBoard. TheChairmanalsomonitorstheworkings of the Board and the conduct of the Board meetings to ensure all relevant issues for theeffective runningof AAGB’s business are on the meeting agenda. The Chairman ensures that quality information to facilitatedecision-making is delivered to Board members on a timely basis. The Chairman encourages all Directors to play an active role in Board activities, including leadingBoard meetings and discussions, and allowing dissenting views to be freely expressed. The Chairman manages the interface between theBoardand theManagement and ensures that appropriate steps are taken toprovideeffective communication with stakeholders and that their views are communicated to the Board as a whole. The Chairman also chairs the general meetings of shareholders of AAGB. CHIEF EXECUTIVE OFFICER The CEO leads themanagement and business operations of the Company and the Group, and provides direction for the implementation of the strategies and business plans as approved by the Board. The CEO also leads the senior management teamwhich assists him in managing strategic business development, high impact and high value investments, and cross business matters of the Group. SENIOR MANAGEMENT The Board is assisted by the senior management of the Company which comprises senior employees holding the positions of CEO, Chief Financial Officer, Presidents (Airlines and AirAsia Digital), Chief Legal Officer, Chief People & Culture Officer and Executive Director of AirAsia Investment Limited. The senior management is tasked with the responsibility of managing the Company’s business and implementing the Board’s strategies, policies and decisions. The relevant members of the senior management are also invited to attend Board and/or committees' meetings to advise and provide clarification as and when required on items in the agenda. NOMINATION AND REMUNERATION COMMITTEE (“NRC”) The NRC was established to assist the Board in discharging its responsibilities in thedeterminationof the remuneration and compensation of the Directors and senior management of the Company. The NRC recommends to the Board the remunerationpolicy for theNon-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. The NRC oversees thedevelopmentof asuccession management plan for the Chairman, CEO and Directors. The NRC is also responsible for assessing the performance of theBoard and committees, as well as making recommendations on the nomination policy, succession planning framework, talentmanagement, trainingprogrammes and any related matters for Directors and senior management. Key Committee reporting lines to the Board Senior management reporting line to respective committee Interface line between the Chairman, the Board, CEO and senior management 140 AIRASIA GROUP BERHAD