Annual Report 2020

CorporateGovernanceOverviewStatement The members of the Board and committees have discharged their functions and responsibilities effectively in 2020 through their attendance at the meetings of the Company as set out in the table below: BOARD ATTENDANCE FOR 2020 COMMITTEES’ ATTENDANCE FOR 2020 Director Designation AC NRC RMC SRB Datuk Kamarudin bin Meranun Non-Independent Executive Chairman 11/11 Tan Sri Anthony Francis Fernandes Non-Independent Executive Director and Chief Executive Officer 11/11 Dato' Abdel Aziz @ Abdul Aziz bin Abu Bakar Non-Independent Non-Executive Director 11/11 8/8 3/3 4/4 Dato' Fam Lee Ee Senior Independent Non-Executive Director 11/11 8/8 3/3 4/4 Dato' Mohamed Khadar bin Merican Independent Non-Executive Director 11/11 8/8 4/4 4/4 Stuart L Dean Independent Non-Executive Director 11/11 3/3 4/4 4/4 Noor Neelofa binti Mohd Noor (resigned w.e.f. 17/08/2020) Independent Non-Executive Director 5/11 1/4 Chairman Non-member During the Financial Year, the Board met eleven (11) times inclusive of special Board meetings. The existing Directors attended all the Board meetings held during the Financial Year, and have complied with the MMLR of Bursa Malaysia in terms of attendance. This reflects the Board members’ commitment and dedication in fulfilling their duties and responsibilities. The same committees will assist the Board of AAGB in discharging its duties in the next financial year. 4. Board Effectiveness Evaluation The Board, through its NRC, conducts the annual assessment on effectiveness of the Board, the committees, the individual Directors and committee members of the Company. During the Financial Year, the NRC conducted a digital performance evaluation of the Board and committees and reviewed the summary results thereof and recommended the proposed improvement(s) to the Board for approval. Each member of the Board undertook an evaluation of the Board in terms of Board mix and composition, quality of information and decision making, and boardroom activities, and the NRC was satisfied that all the existing Directors have devoted sufficient time to discharge their responsibilities. The NRC was generally satisfied that the committees comprised the right composition of members, provided useful recommendations in assisting the Board in its decision-making and consequently, the conduct of Board meetings were more efficient and effective. The members of the committees have sufficient and relevant expertise in fulfilling their roles. The NRC also reviewed the confirmation of the Independent Directors Self-Assessment as per the requirement under the MMLR of Bursa Malaysia. Once every three (3) years, an external consultant would be engaged to facilitate the NRC in providing an objective and candid evaluation. The NRC has discussed and considered several proposals on the appointment of an independent external consultant to conduct the annual Board Effectiveness Evaluation (“ BEE ”) on the performance of the Board, its committees, the individual Directors and the committee members of the Company. However, in view of the COVID-19 pandemic, this exercise has been postponed possibly to the next financial year. The BEE would assess the performance and effectiveness of the Board and committees, as well as that of individual Board and committee members. In addition, it would review and assess the independence of the Independent Directors of AAGB. 142 AIRASIA GROUP BERHAD