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AirAsia X Berhad • Annual Report 2014
STATEMENT ON CORPORATE GOVERNANCE
The Nomination Committee also reviews the composition of the Board and the
Board members annually. During the year under review, the Nomination Committee
discussed the assessments on the performance of the Board and Board members, the
individual performance of the Board and Board members and the succession planning
on the key management as well. The Board will undertake an assessment of its
Independent Directors annually.
The Board had in November 2014 combined the Nomination Committee and
Remuneration Committee of the Company into one known as Nomination and
Remuneration Committee.
Board meetings for each financial year are scheduled well ahead before the end of the
preceding financial year so that the Directors can plan accordingly and incorporate the
year’s Board meetings into their respective schedules.
The Board’s regular meetings are conducted no less than five (5) times a year. Special
Board meetings may be convened as and when necessary to consider urgent proposals
or matters that require the Board’s expeditious review and decision.
During the financial year ended 31 December 2014, the Board held a total of six (6)
meetings and the details of Directors’ attendances are as set out below:
Name
Number
of Meetings
Tan Sri Rafidah Aziz
6
Tan Sri Dr. Anthony Francis Fernandes
4
Datuk Kamarudin Bin Meranun
5
Dato’ Seri Kalimullah Bin Masheerul Hassan
5
Lim Kian Onn
6
Dato’ Fam Lee Ee
6
Tan Sri Asmat Bin Kamaludin
4
Dato’ Yusli Bin Mohamed Yusoff
6
Asher Noor
3
(1)
Kiyoshi Fushitani
Nil
(2)
Kiyotaka Tanaka
3
(3)
(1)
Mr. Asher Noor retired on 5 June 2014.
(2)
Mr. Kiyoshi Fushitani resigned as a Non-Independent Non-Executive Director of the Company on 12
June 2014.
(3)
Mr. Kiyotaka Tanaka ceased as an Alternate Director to Mr. Kiyoshi Fushitani on 12 June 2014 and
appointed as a Non-Independent Non-Executive Director of the Company on the even date.
Dissemination of Information
Prior to the Board Meetings, Members of the Board will receive the agenda and a set
of Board papers digitally containing items for discussion at the Board Meetings. This
is to allow sufficient time for the Directors to review and seek clarifications that they
may require from the Management or the Company Secretary. Urgent papers may be
presented and tabled at the Board meetings under supplemental agenda. The Board
meeting papers are presented in a concise and comprehensive format.
Board papers tabled to Directors include progress reports on the Company’s business
operations; detailed information on business propositions; quarterly and annual
financial statements, corporate proposals including where relevant, supporting
documents such as risk evaluations and professional advice from solicitors or
advisers and report on the Directors’ dealings in securities of the Company, if any. The
Company Secretary ensures that all Board meetings are properly convened, and that
accurate and proper records of the proceedings and resolutions passed are recorded
and maintained in the statutory register at the registered office of the Company.
Directors are required to make full disclosure to the Board at once of any direct or
indirect interests they may have in any transaction to be entered into directly or
indirectly by the Company. Upon such disclosure, the interested Director(s) are
required to abstain from Board deliberation and voting on the said transaction. If
shareholders’ approval is required for the said transaction, the interested Director, if
he is a shareholder as well, shall abstain from voting on the resolution pertaining to
the transaction and ensure the person connected with them similarly abstains from
voting on the same resolution.
Directors have access to all information and records of the Company and also the
advice and services of the Company Secretary, who also serves in that capacity in the
various Board Committees. The Company Secretary also serves notice to Directors on
the closed periods for trading in AirAsia X ’s shares, in accordance with Chapter 14 of
the MMLR of Bursa Malaysia in respect of Dealings in Securities.
Directors’ Appointment
The Company has implemented procedures for the nomination and election of
Directors via the Nomination Committee. The Nomination Committee will assess the
nominee(s) for directorship and Board Committee membership and thereafter, submit
their recommendation to the Board for decision.
The Company Secretary will ensure that all appointments are properly made, that all
necessary information is obtained, as well as all legal and regulatory obligations are
met.
Directors’ Training
All the Directors have attended the Mandatory Accreditation Programme prescribed
by Bursa Malaysia for Directors of Public Listed Companies (“MAP”).
Directors are regularly updated on the Company’s businesses and regulatory
environment in which they operate. Company site visits by the Directors, especially for
the newly appointed members to understand the business operations is recommended
as the process will facilitate the Board’s effective decision making.
For the year under review, the Directors had continually kept abreast with the
development in the market place with the aim of enhancing their skills, knowledge
and experience.
