2. BOARD COMPOSITION The size, balance and composition of the Board support its role of driving the long-term direction and strategy of the Company. 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 Capital A upholds a high level of corporate governance while meeting its obligations to shareholders and other stakeholders. The Company 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, entrepreneur ial mindset , knowledge and experience required by Capital A. The Company recognises the benefits of having a diverse Board. The Company also seeks to maintain strong women representation in its management team. Currently, the management team comprises 40% women. 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 36 to 41 of this Annual Report. Capital A’s diverse Board includes and makes good use of differences in skills, regional and industry experience, background, race, ethnicity, age and other attributes of the Directors. The Board had a composition of 50% Independent and Non-Executive Directors with one (1) Independent Non-Executive 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) during the Financial Year, but the focus had 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 proceeded with the search process and the Company had on 31 January 2022 appointed a suitably qualified woman with the appropriate knowledge and experience required by Capital A as its new Independent Non-Executive Director. CORPORATE GOVERNANCE FRAMEWORK Key Committee reporting lines to the Board Senior management reporting line to respective committees Interface line between the Chairman, the Board, CEO and senior management Stakeholders Board of Directors Company Secretary Chairman Chief Executive Officer RMSC AC Senior Management NRC SRB C O R P O R A T E G O V E R N A N C E A N N U A L R E P O R T 2 0 2 1 1 6 7
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