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Related Party Transactions

Reviewed related party transactions and conflict of interest situations to ensure that such transactions are at arm’s length and are in the

best interest of the Group and AAB and, where appropriate, recommend to the Board for approval.

Reviewed the process used to procure shareholders’ mandate for recurrent related party transactions.

Investigations

Considered major findings of internal investigations and Management’s response.

Reviewed AAB’s procedures for detecting fraud and whistleblowing.

Internal Control

By way of discussions with key Senior Management and through the review of process undertaken by the GIAD and the External Auditors,

evaluated the overall adequacy and effectiveness of:

the system of internal controls, including controls within information technology;

the Group’s finance, accounting and audit organisations and personnel; and

the Group’s policies and compliance procedures with respect to business practices.

Reviewed the employee code of business practice, vendor code of business practice, the whistleblowing policy and the outcome of any

cases investigated.

Annual Review of the Terms of Reference of the Audit Committee

Reviewed the terms of reference of the AC, and where necessary, obtained the assistance of the Group’s External Auditors and external

legal counsel, and recommended changes to the Board for approval.

Moving forward, the AC of AAGB will continue to discharge these roles and responsibilities.

INTERNAL AUDIT FUNCTION

The Group has a well-established in-house GIAD to assist the AC in carrying out its functions. The GIAD maintains its independence through

reporting directly to the AC. The GIAD plans and provides supervision on internal audit services across all subsidiaries and associated companies

in the Group, including the various Airline Operating Companies (“AOCs”). The internal audit teams in the respective AOCs have a reporting

line to the Group Head, GIAD. The GIAD reviews and compiles their reports in the form of a Group Internal Audit Report to be submitted and

presented to the AC for its review and deliberation.

The GIAD is guided by its Internal Audit Charter that provides independence and reflects the roles, responsibilities, accountability and scope of

work of the department and aligned with the International Professional Practice Framework (“IPPF”) on Internal Auditing issued by the Institute

of Internal Auditors. The Group Head, GIAD reports functionally to the AC and administratively to the Group Chief Executive Officer (“GCEO”).

The principal responsibility of the GIAD is to undertake regular and systematic reviews of the systems of internal controls so as to provide

reasonable assurance that the systems continue to operate efficiently and effectively. The GIAD adopts a risk-based audit methodology with

reference to the five elements of the Committee of Sponsoring Organisations of the Treadway Commission (“COSO”) i.e. control environment,

risk assessment, control activity, information and communication as well as monitoring, to develop its audit plans by determining the priorities

of the internal audit activities, consistent with the strategies of the Group. Based on risk assessments performed, greater focus and appropriate

review intervals are set for higher risk activities, and material internal controls, including compliance with AAB’s policies, procedures and

regulatory responsibilities.

The audits cover the review of the adequacy of risk management, the strength and effectiveness of the internal controls, compliance to both

internal and statutory requirements, governance and management efficiency, among others. The audit reports, which provide the results of

audits conducted, are submitted to the AC for review. Key control issues and recommendations are highlighted to enable the AC to execute its

oversight function. Areas for improvement and audit recommendations are also forwarded to the Management for their attention and further

action. The Management is responsible for the implementation of corrective actions within the required time frame.

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AirAsia Group Berhad

REPORTS AND FINANCIAL STATEMENTS

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