In building a sustainable Asean airline and technology-based Group focused on travel, lifestyle, logistics and financial services through an all-in-one super app, the Board is mindful of its accountability towards its shareholders and various stakeholders. The Board and senior management are committed to providing effective leadership, promoting uncompromising ethical standards and ensuring excellence in corporate governance standards and practices throughout the Company. The application of each recommended Practice as set out in the MCCG, and explanations on deviations from the MCCG, are disclosed in the Company’s Corporate Governance Report (“CG Report”). The Company would continuously strive to enhance its overall corporate governance practices to reflect changing conditions and emerging principles, as appropriate. This CG Overview Statement should be read together with Capital A’s CG Report 2021 published on the Company’s website at https://capitala.airasia. com/home_ir.html. The Board presents this statement to provide a quick insight into the overall corporate governance practices of Capital A, under the leadership of the Board, with reference to the following principles as set out in the MCCG – (a) Board Leadership and Effectiveness; (b) Effective Audit and Risk Management; and (c) Integr ity in Corporate Reporting and Meaningful Relationship with Stakeholders. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS 1. BOARD RESPONSIBILITIES The Board is responsible for governing, guiding and overseeing the overall management of the Group and retains full and effective control over the affairs of the Group. It sets the Group’s policies and strategies, enforces standards of accountability, actively oversees the conduct, management and business affairs of Capital A and monitors the senior management’s performance. The Board ensures the effective discharge of its fiduciary and leadership functions, as well as sustains long-term shareholder value while safeguarding the interests of all its stakeholders. It works closely with the senior management to ensure that the operations of the Company are conducted prudently within the framework of relevant laws and regulations. Directors have independent access to the advice and dedicated support of the Company Secretary (who is legally qualified to act as company secretary under the Companies Act, 2016) to ensure effective functioning of the Board. The Directors may seek advice from senior management on issues pertaining to their respective jurisdiction, as well as independent professional advice in discharging their duties. The Board recognises that having clearly defined roles and responsibilities of the Board and senior management is important to strike a reasonable balance between the strategy foundation and policy-making, and the conformance roles of executive supervision and accountability. Delegation of the Board’s authority to senior management is subject to defined limits of authority of the Group and monitoring by the Board. However, as the Board has the overall responsibility to manage and supervise the affairs of the Company in accordance with the law, there are matters which are reserved for the Board’s consideration as set out in the Board Charter. There is a clear separation of the responsibility and role between the Chairman and the Chief Executive Officer of the Company (“CEO”) to promote greater accountability and for better checks and balances. The positions of the Chairman and the CEO are held by different individuals, and their roles are also described in the Board Charter which is available on the Company’s corporate website at https://capitala.airasia.com/misc/ capitala_Board-Charter.pdf The Board of Directors (“Board” or “Directors”) of Capital A Berhad (formerly known as AirAsia Group Berhad) (“Capital A” or the “Company”) presents this Corporate Governance Overview Statement (“CG Overview Statement”) to provide its shareholders and investors with an overview of the corporate governance practices of the Company under the leadership of the Board for the financial year ended 31 December 2021 (“the Financial Year”). The Board of Capital A is committed towards ensuring good corporate governance standards are applied across Capital A’s group of companies (“the Group”). Save as disclosed otherwise, the Board takes guidance and considers it has complied with the statutory requirements, principles and best practices inclusive of the corporate governance principles and recommendations set out in the Malaysian Code on Corporate Governance (“MCCG”) issued by the Securities Commission Malaysia, the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”)1 and the Companies Act, 2016 during the Financial Year. 1. Compliance with paragraphs 15.08A(3) and 15.25 as well as Practice Note 9 of MMLR on the preparation of Nomination Committee statement and Disclosure of CG related Information. 1 6 4 C A P I T A L A B E R H A D Corporate Governance Overview Statement
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