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AirAsia X Berhad • Annual Report 2014
Among the training programmes, seminars and briefings attended during the year were as follows:
Name
Programmes
Tan Sri Rafidah Aziz
• Delivered many Talks and Keynote addresses on a wide variety of Economic topics and Issues, ranging from Asean, Leadership,
Management and Globalisation, to Women in Nation building.
Datuk Kamarudin Bin Meranun
• CEO CIMB Asia Pacific Conference, Kuala Lumpur
Tan Sri Dr. Anthony Francis Fernandes
• JANE Summit, Japan
• CEO CIMB Asia Pacific Conference, Kuala Lumpur
• CLSA Investors Forum, Hong Kong
• Nordic Business Forum, Norway
• Credit Suisse Emerging Markets, Beijing
Dato’ Fam Lee Ee
• Risk Management and Internal Control - workshop for audit committee members
• Malaysia- China High Level Economic Forum
• “Aviation Outlook in 2014”
• Performance and Forecast of London Development Market Update
• China- Malaysia Qinzhou Industrial Park Forum
• “Market outlook” luncheon talk
Lim Kian Onn
• The 17th Annual Asian Investment Conference
Tan Sri Asmat Bin Kamaludin
• 2014 MASB Roundtable on Financial Reporting
• Strategy and Risks – Managing Uncertainty
• ICAAP Meeting (Internal Capital Adequacy Assessment Process)
• Introduction to Drilling Activities – Luncheon Talk
• Advocacy Session on Corporate Disclosure
• Dialogue Session with Nomination Committee (NC) Members
• Global Competitiveness and the Malaysian Experience
• Investment Series
Dato’ Yusli Bin Mohamed Yusoff
• Enterprise Risk Management (ERM) Awareness Program
• GST and Tax Training
• Appreciation & Application of ASEAN Corporate Governance Scorecard
STATEMENT ON CORPORATE GOVERNANCE
During the year under review, Dato’ Seri Kalimullah Bin Masheerul Hassan and
Mr. Kiyotaka Tanaka did not attend any training programme as they have not identified
any training courses that were of particular benefit to their role as a Director of
AirAsia X.
The Board, through the Nomination and Remuneration Committee, will undertake the
assessment of the training needs of each director.
The Board was updated by the Company Secretary on changes to the MMLR of Bursa
Malaysia and relevant guidelines on the regulatory and statutory requirements. The
Audit Committee will also be updated by the external auditors on the changes to the
financial reporting standards and tax related matters.
Directors’ Re-election
The Articles of Association of the Company provides that at least one-third of the
Directors are subject to retirement by rotation at every Annual General Meeting
(“AGM”) such that each Director shall retire from office once in every three (3) years,
and are eligible to offer themselves for re-election. The Articles of Association also
provides that a Director who is appointed during the year shall be subject to re-election
at the next AGM to be held following his appointment. Directors over seventy years of
age are required to submit themselves for reappointment annually in accordance with
Section 129(6) of the Companies Act, 1965.
Board Committees
To assist the Board in discharging its duties, various Board Committees were
established. The functions and terms of reference are clearly defined and, where
applicable, comply with the recommendations of the Code.
i.
Audit Committee (“AC”)
AC comprises of two (2) Independent Non-Executive Directors and one (1) Non-
Independent Non-Executive Director, the Members are set out on page 20 of this
Annual Report.
The primary roles, responsibilities and powers of the AC in accordance with its
terms of reference are to assist the Board with the following:
• Informing the Board of any salient matters raised at the AC meetings which
require the Board’s notice or direction.
• Reviewing and informing the Board of the effectiveness of risk management
in place, which includes the risk management framework, processes and its
reports.
Further information on the composition, summary terms of reference and other
information relating to the AC are set out on pages 97 to 99 of this Annual Report.
