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CORPORATE GOVERNANCE
OVERVIEW STATEMENT
7.
Succession Planning
AAB and AAGB place strong emphasis on the development and growth of its staff, fondly known as Allstars. This is evidenced by AAB’s
continuous commitment in grooming successors across the Group, in the spirit of One AirAsia. There is a Group Talent Policy in place to
identify and build a robust Group talent pipeline. Talent reviews are conducted with the Senior Management to map talent needs across
the Group’s locations and to identify future leaders. The Group Talent function oversees structured talent entry and development initiatives,
including leadership development programmes, coaching, cross-functional and cross-country assignments.
Principle B: Effective Audit and Risk Management
1.
Audit Committee
The AC comprises two (2) Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director. It is chaired by
Dato’ Mohamed Khadar Bin Merican, who is an Independent Non-Executive Director and not the Chairman of the Board. The AC of AAGB
comprises the same members as AAB. AAB has a policy which requires a former key audit partner to observe a cooling-off period of at
least two (2) years before being appointed as a member of the AC.
In the annual assessment on the suitability, objectivity and independence of the external auditors, the AC is guided by factors as prescribed
under Paragraph 15.21 of the MMLR as well as AAB’s External Auditor Independence Policy. In this respect, AAB appointed Messrs Ernst
& Young (“EY”) in place of the retiring external auditors, Messrs PricewaterhouseCoopers, at the 24th AGM of AAB held on 25 May 2017.
The appointment of EY demonstrates AAB’s good corporate governance of revisiting the appointment of its external auditors from time
to time.
The composition of the AC is reviewed annually to ensure that the Chairman and members are financially literate and are able to carry out
their duties in accordance with the Terms of Reference of the AC. The AC members are expected to update their knowledge continuously
and enhance their skills.
Based on the performance evaluation of the AC for the financial year, the Board is satisfied that the Chairman and members of the AC
have discharged their responsibilities effectively.
The Audit Committee’s report is set out on pages 193 to 196 of the Annual Report 2017.
2.
Risk Management Committee
The Board established the RMC in November 2017. The RMC comprises three (3) Non-Executive Directors with a majority of Independent
Directors. It is chaired by Dato’ Abdel Aziz @ Abdul Aziz Bin Abu Bakar, who is a Non-Independent Non-Executive Director. The RMC of
AAGB comprises the same members as AAB.
The RMC oversees the Group’s risk management. It supports the Board in fulfilling its responsibilities of identifying significant risks. It
also implements and maintains sound Enterprise Risk Management (“ERM”) frameworks to manage the Group’s overall risk exposure.
AAB’s ERM frameworks aim to identify, assess, manage and monitor the Group’s strategic, financial, operational and compliance risks. It
covers the following key features:
(a) roles and responsibilities of the Group Risk Department, Senior Management and the business units;
(b) guidance on the risk management process and the associated methodologies and tools; and
(c) guidance on risk register and controls assessment.
Based on the performance evaluation of the RMC for the financial year, the Board is satisfied that the Chairman and members of the RMC
have discharged their responsibilities effectively.
The Statement on Risk Management and Internal Control is set out on pages 197 to 202 of the Annual Report 2017.
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AirAsia Group Berhad
REPORTS AND FINANCIAL STATEMENTS
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