Annual Report 2020

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 to ensure it meets the Company’s business objectives. The Board also ensures that AAGBupholds a high level of corporate governancewhilemeeting 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 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 35 to 40 of this Annual Report. AAGB’s diverseBoard includes andmakes good use of differences in skills, regional and industry experience, background, race, gender, ethnicity, age and other attributes of the Directors. The Board had a composition with a majority of independent and non-executive directors with one (1) independent non-executive woman director who resigned during the Financial Year due to personal commitments. The NRC and the Board have been actively seeking to fill the vacant position(s) with suitably qualified candidate(s), but the focus has shifted to broader concerns, as there were other pressing issues that had hit the airline industry. The COVID-19 pandemic has had a significant impact on the aviation industry due to travel restrictions and a slump in demand among travellers. Nevertheless, the NRC and the Board had not stopped the search process and would continue to source for suitably qualified candidate(s) to fill the vacant position(s). The Board has in place a policy which limits the tenure of independent non-executive directors to nine (9) years in line with the MCCG. An independent director may remain in that capacity 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 twelve (12) years or more 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 fromoffice 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 theDirectors seeking 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 function effectively and 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’ agenda and schedule 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 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 as and where required. At thecommittees'meetings, itemsarediscussedanddeliberated, 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-committeemembers are kept up-to-date with the work undertaken by each committee. The ultimate responsibility for decision making lies with the Board. 141 ANNUAL REPORT 2020