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AAB has implemented procedures for the nomination and election of Directors via the Nomination and Remuneration Committee (“NRC”).
The NRC assesses candidates against the skills, knowledge and experience required by AAB. AAB recognises the benefits of having a
diverse Board. 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 Board
Committees by going through their profiles and interviewing the nominees, following which the NRC will submit its recommendations to
the Board.
AAB’s diverse Board includes and makes good use of differences in skills, regional and industry experience, background, race, gender,
ethnicity, age and other attributes of the Directors. The Board achieved a composition with a majority comprising Independent and Non-
Executive Directors in December 2017, through the resignations of the Chief Executive Officer (“CEO”) and the Deputy Group CEO from
the Board and the appointment of an Independent Non-Executive Director .While AAB had only one woman director for the financial year
2017, AAGB aims to achieve at least 30% representation of women by 2021.
The Board has in place a policy which limits the tenure of Independent Non-Executive Directors to nine (9) years, with the view to enable
the Board’s continuous refreshment in order to maintain its effectiveness. An Independent Director may remain as Independent Director
after serving a cumulative term of nine (9) years, provided that the Board recommends this upon concrete justification and after seeking
its shareholders’ approval at a general meeting. In this respect, AAB had sought its shareholders’ approval at the 24th Annual General
Meeting (“AGM”) for Dato’ Fam Lee Ee to continue his service as the Senior Independent Non-Executive Director. Following the release
of the MCCG, AAGB has adopted the two-tier voting process in its constitution.
The NRC also reviews the composition of the Board and its Committees annually. During the financial year, the NRC assessed the
performance and effectiveness of the Board and Board Committees, as well as that of individual Board and Committee members. In
addition, it reviewed and assessed the independence of the Independent Directors of AAB.
The Constitutions of AAB and AAGB provide that at least one-third of the Directors are subject to retirement by rotation at every AGM.
In other words, each Director shall retire from office once every three (3) years and is eligible to offer him/herself for re-election. The
Constitutions of AAB and AAGB also provide that a Director who is appointed during the year shall be subject to re-election at the next
AGM held following his appointment.
3.
Board Committees
To assist the Board in discharging its duties, the Board has established a number of Board Committees whose composition and terms of
reference are in accordance with Bursa Malaysia’s MMLR and consistent with the recommendations of the MCCG. These Board Committees
are:
(a) Audit Committee (“AC”);
(b) Nomination and Remuneration Committee (“NRC”);
(c) Risk Management Committee (“RMC”); and
(d) Safety Review Board (“SRB”).
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AirAsia Group Berhad
REPORTS AND FINANCIAL STATEMENTS
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