COMPOSITION OF THE AUDIT COMMITTEE The AC has been established by the Board and comprises two (2) Independent Non-Executive Directors and one (1) Non-Independent NonExecutive Director. Members of the AC elect among themselves an Independent Director, who is not the Chairman of Capital A, as Chairman of the AC. The Terms of Reference of the AC are approved by the Board and complies with the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”). The composition of the AC complies with the requirements of paragraph 15.09(1)(c) of the MMLR and is set out in Capital A’s Corporate Governance Overview Statement (“CGOS”) on page 164. Members of the AC are subject to annual evaluations, and its composition is reviewed annually by the Board. TRAINING The training attended by the members of the AC during the financial year is set out in CGOS on pages 169 to 170. ATTENDANCE OF MEETINGS A total of ten (10) meetings were held for the Financial Year. Members of the AC, together with details of their attendance at the AC meetings held during the year, are set out in the CGOS on page 168. The AC meets on a scheduled basis during the financial year, and as and when required. The AC is assisted by an independent GIAD in carrying out its functions. The Chief Executive Officer (“CEO”) of Capital A, President (Aviation), President (Commercial) , President (Ventures) , Chief Financial Officer (“CFO”) of Capital A, CEO of Super App, CFO of Super App, Chief Operations Officer, CFO (Aviation), Head of Group Internal Audit and Chief Legal Officer of Capital A are invited to attend meetings to assist the AC in deliberations as and when necessary. SUMMARY OF THE WORK OF THE AUDIT COMMITTEE The AC’s duties and responsibilities are set out in its Terms of Reference, which are available at https://capitala.airasia.com/misc/terms-of-referenceof-audit-committees_v3.pdf. In discharging its duties and responsibilities, the AC is guided by the AC Charter, which was approved by the Board and is aligned with the provisions of the MMLR of Bursa Malaysia, Malaysian Code on Corporate Governance (“MCCG”), and Corporate Governance Guide: Executive Summary. During the financial year, the AC carried out the following activities in the discharge of its roles and responsibilities. INTERNAL AUDIT Ɣ Mandated the GIAD to report directly to the AC. Ɣ Reviewed the adequacy of the Internal Audit Charter (“IAC”). Ɣ Approved the IAC, which defines the purpose, authority, scope and responsibility of the Internal Audit function within the Group. Ɣ Reviewed the scope, functions, budget, competency and resources of the GIAD, and that it had the necessary independence and authority to carry out its work professionally and with impartiality and proficiency. Ɣ Reviewed and approved the Internal Audit plan for the Group. Ɣ Reviewed Internal Audit Reports and ensured that appropriate and prompt remedial actions were taken by the Management on lapses in controls or procedures identified by the GIAD. Ɣ Reviewed the Internal Audit Reports relating to the Capital A Group’s affiliates. Ɣ Ensured that all recommended actions by the GIAD were implemented in a timely manner. Ɣ Reviewed the performance of the GIAD, including the internal assessment of the internal audit function. This report outlines the activities of the Audit Committee (“the AC”) of Capital A Berhad (“formerly known as AirAsia Group Berhad”) (“Capital A” or the “Company”) for the financial year ended 31 December 2021 (“the Financial Year”). This Report has been reviewed by the AC and approved by the Board of Directors (“the Board”) of Capital A on 22 April 2022, for inclusion in this Annual Report. The AC assists the Board in fulfilling its duties with respect to its oversight responsibilities over the Capital A Group (“the Group”). The AC is committed to its role of ensuring the integrity of the financial reporting process; the management of risks and systems of internal controls, external and internal audit processes and compliance with legal and regulatory matters; and the review of related party transactions and other matters that may be specifically delegated to the AC by the Board. The AC’s responsibility for the internal audit of the Group is fulfilled through reviews of the quarterly and other reports of the Group Internal Audit Department (“GIAD”). 1 7 4 C A P I T A L A B E R H A D Audit Committee Report
RkJQdWJsaXNoZXIy ODU0MjU5