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AirAsia X Berhad • Annual Report 2014
STATEMENT ON
CORPORATE GOVERNANCE
AirAsia X Berhad (“AirAsia X” or “the Company”) is committed to ensure good corporate
governance are applied throughout the group. Save as disclosed otherwise, the Board of
Directors (“Board”) considers that it has complied with the principles and recommendations
as set out in the Malaysian Code on Corporate Governance 2012 (“MCCG” or “the Code”),
Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa
Malaysia”) during the year under review. The following sections describe the Company
policies and practices.
A. Board Matters
Roles, responsibilities and powers of the Board Members
The Board has authority over the Company’s matters and the following obligations to
ensure the effectiveness of the Board and to discharge its fiduciary and leadership
functions:
• Reviewing the strategies, business plans and significant policies for the
Company;
• Ensuring that there shall be unrestricted access to independent advice or expert
advice at the Company’s expense in furtherance of the Board’s duties (whether
as a Board or a director in his or her individual capacity);
• Establishing, approving, reviewing, and monitoring AirAsia X’s risk appetite and
comprehensive risk management policies, processes and infrastructure;
• Considering emerging issues which, may be material to the business and affairs
of the Company and ensuring there is a proper succession plan for its senior
management;
• Reviewing the Company’s annual capital and revenue budgets (and any material
changes thereto);
• Ensuring that the Board has adequate procedures in place to receive reports
periodically and/or on a timely basis from the Company’s management; and
• Reviewing the adequacy and integrity of the Company’s internal control system
and management information systems.
The Board keeps a formal schedule of matters specifically reserved for the Board’s
decision as disclosed in the Board Charter to ensure that the direction and control of
the Company is firm in its hands.
The Board Charter can be downloaded from the Company’s website.
Board Members Balance and Meetings
There are nine (9) Members who form the Board, the details are given on pages 28 to
36 of this Annual Report.
One (1) of the Board Members is a Senior Independent Non-Executive Chairman, one
(1) Non-Independent Executive Director and Group Chief Executive Officer, five (5)
Non-Independent Non-Executive Directors and two (2) Independent Non-Executive
Directors.
To ensure that AirAsia X promotes corporate governance effectiveness, the
Independent Non-Executive Directors are in place to provide the check and balance in
the function of the Board.
The Board appointed Tan Sri Rafidah Aziz as the Senior Independent Non-Executive
Chairman of the Company to whom concerns of shareholders and other stakeholders
may be conveyed.
Mr. Asher Noor retired on 5 June 2014. Mr. Kiyotaka Tanaka was appointed as a Non-
Independent Non-Executive Director of the Company on 12 June 2014 in place of Mr.
Kiyoshi Fushitani, who had resigned on the even date.
Datuk Kamarudin Bin Meranun was re-designated from a Non-Independent Non-
Executive Director to a Non-Independent Executive Director and Group Chief Executive
Officer (“GCEO”) of the Company effective 30 January 2015.
En. Benyamin Bin Ismail (“En. Benyamin”) was appointed as the Acting Chief Executive
Officer (“Acting CEO”) of the Company on 30 January 2015, in place of En. Azran Bin
Osman Rani who ceased as the Chief Executive Officer (“CEO”) of the Company on
the even date. En. Benyamin is not a Board member of the Company and his profile is
provided on page 43 of this Annual Report.
The size, balance and composition of the Board support its role that drives the long
term direction and strategy of the Company. It creates value for shareholders and
tracks the progress of the milestones to meet its business objectives. It also ensures
that good corporate governance is practised and that the Company meets its other
obligations to its shareholders, other stakeholders and guests.
The roles of the Chairman, GCEO and the Acting CEO of the Company are separate
with a clear division of responsibilities to ensure an appropriate balance of role,
responsibilities and accountabilities at the Board level, such that no one individual
has unfettered powers of decision.
The Non-Executive Directors (“NED”) are persons of high aptitude and integrity,
and jointly gather the various backgrounds in finance, legal and regulatory and in
public and private sectors to the Board and Board Committees for deliberations. They
dedicate reasonable time and attention required to fulfil their roles. Other professional
commitments of the NED are provided in their biographies on pages 28 to 36 of this
Annual Report. The Board requires that all Independent Directors to be impartial in
judgment; non-participation in the day-to-day management of the Company; non-
involvement in business transactions or relationships with the Company, in order to
have a conscientious decision to achieve its objectives.
The Company recognises and embraces the benefits of having a diverse Board and
sees increasing diversity at Board level as an essential element in maintaining its
competitive advantage. Our diverse Board includes and makes good use of differences
in skills, regional and industry experience, background, gender, ethnicity, age and
other attributes of Directors. This effort could be evidenced by the appointment of Tan
Sri Rafidah Aziz as an Independent Non-Executive Chairman of the Board since March
2011. Tan Sri Rafidah Aziz was re-designated as a Senior Independent Non-Executive
Chairman of the Company since its listing on the Main Market of Bursa Malaysia. The
Company also maintains a good mix of diversity in its senior management.
The Board, through Nomination Committee will discuss the measurable objectives
for achieving diversity. For instance, selection of women candidates to join the Board
will be, in part, dependent on the pool of women candidates with the necessary skills,
knowledge and experience; ultimately it will be based on merit and contributions the
candidate can bring to the Board.
