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CORPORATE GOVERNANCE
OVERVIEW STATEMENT
Following the completion of the internal reorganisation of AirAsia Berhad (“AAB”) and the transfer of its listing status to AirAsia Group Berhad
(“AAGB”) on 16 April 2018, AAB is now a wholly-owned subsidiary of AAGB. This statement represents AAB’s corporate governance practices
for the financial year ended 31 December 2017, which will continue to be adopted by AAGB in the next financial year.
The Board of Directors (“the Board”) of AAB is committed to ensuring good corporate governance standards across the group companies of
AirAsia (“the Group”). Save as disclosed otherwise, the Board considers it has complied with the principles and recommendations set out in
the Malaysian Code on Corporate Governance 2017 (“MCCG”) released by the Securities Commission Malaysia and the Main Market Listing
Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) during the current financial year.
In building a sustainable business for a leading low-cost airline operating primarily in the Asian region, the Board is mindful of its accountability
towards its shareholders and various stakeholders. Following the release of the revised MCCG in April 2017, the Company Secretary, AAB’s
Legal team and the external auditors have conducted briefings on the new requirements for the benefit of the Board and Senior Management.
This is to enable the Board and Senior Management to lead AAB in keeping to the spirit of the MCCG in the performance of day-to-day duties.
The Board’s commitment towards ensuring excellence in its corporate governance standards is reflected in the explanation set out in AAB’s
Corporate Governance Report. This statement is guided by key practices of the MCCG and should be read together with AAB’s Corporate
Governance Report published on its website at
www.airasia.com.
The Board presents this statement to provide an insight into the Corporate Governance practices of AAB under the leadership of the Board
with reference to the following principles –
(a) board leadership and effectiveness;
(b) effective audit and risk management; and
(c) integrity in corporate reporting and meaningful relationship with stakeholders.
Principle A: Board Leadership and Effectiveness
1.
Board Responsibilities
The Board is responsible for overseeing the overall management of the Group and retains full and effective control over the affairs of
the Group. It reviews the Group’s policies and strategies, actively oversees the conduct, management and business affairs of AAB 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 the stakeholders. It works closely with the Senior
Management to ensure that the operations of AAB are conducted prudently within the framework of relevant laws and regulations.
Directors have independent access to the advice and dedicated support services 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 Management on issues pertaining to their respective jurisdiction, as well as independent professional advice in discharging their
duties.
2.
Board Composition
The size, balance and composition of the Board support its role of driving the long-term direction and strategy of AAB. A key function of
the Board is to create value for shareholders and track the progress of each milestone that meets its business objectives. The Board also
ensures that AAB upholds a high level of corporate governance while meeting its other obligations to shareholders and other stakeholders.
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AirAsia Group Berhad
REPORTS AND FINANCIAL STATEMENTS
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