93
AirAsia X Berhad • Annual Report 2014
ii. Nomination and Remuneration Committee (“NRC”)
NRC comprises of one (1) Chairman who is the Senior Independent Non-
Executive Chairman; one (1) Independent Non-Executive Director 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 NRC in accordance with its
terms of reference are to assist the Board with the following:
For Nomination:
• Recommending to the Board for approval, the minimum requirements for
the Board, i.e. required mix of skills, knowledge, experience, qualification
and other core competencies required of a director;
• Assessing and recommending to the Board for their approval, nominees for
directorships and Board committee members;
• Considering, in making its recommendations, candidates for directorships
proposed by the Chief Executive Officer and, within the bounds of
practicability, by any other senior executive or any director or shareholder;
• Establishing a mechanism for the formal annual assessment on the
effectiveness of the Board as a whole and the contribution of each director
to the effectiveness of the Board and the contribution of the Board’s various
committees;
• Recommending and ensuring that all directors receive appropriate
continuous training in order to maintain an adequate level of competency
in order to effectively discharge their roles as directors; and
• Overseeing the appointment, management succession planning and
performance evaluation of the Board, the Board Committees and individual
directors.
For the financial year ended 31 December 2014, the NRC was satisfied with
the size and composition of the Board is adequate with the appropriate mix of
knowledge, skills, attributes, core competencies and diversity including diversity
in ethnicity and age to meet the needs of the Company. A Board Diversity Policy
was also established, setting out the approach to diversify the Board of the
Company.
Other than that, the NRC discussed on the assessments of the Board,
Board Committees and individual directors on the mix of knowledge, skills,
independency, effectiveness and contribution to the Company. The NRC also
discussed on the succession planning for the key management of the Company.
On the nomination process of a director, the NC discussed and considered the
skills, knowledge, expertise, professionalism and integrity of the nominee.
For Remuneration:
• Reviewing annually and recommending to the Board the overall
remuneration policy for Directors and the GCEO, Acting CEO and former
CEO (including but not limited to directors’ fees, salaries, allowances,
bonuses, share options and benefits-in-kind) that supports AirAsia X’s
long-term success and shareholder value, and ensure that compensation is
consistent with AirAsia X’s business strategy and long-term objectives;
• Recommending to the Board on the individual remuneration package for
the GCEO, Acting CEO and former CEO (including but not limited to salaries,
allowances, bonuses, share options and benefits-in-kind);
• Reviewing annually the performance of the Directors and the former CEO
and recommend to the Board specific adjustments in remuneration and/or
reward payments, if any;
• Obtaining advice from external sources or experts, if necessary, regarding
remuneration practices of other companies of a similar size in a comparable
industry sector for the purposes of comparison; and
• Reviewing its own performance and terms of reference at least once a year
to ensure that the Committee is operating at maximum effectiveness and
recommend any change it considers necessary to the Board for approval.
The Company maintains a procedure in determining the remuneration policy
for Directors. The determination of remuneration packages of non-executive
Directors is a matter for the Board as a whole. All the individual Directors
concerned abstained from discussing their own remuneration.
iv. Safety Review Board (“SRB”)
The SRB comprises of the GCEO, Acting CEO, Senior Independent Non-Executive
Chairman and is supported by a team of operation’s safety and security specialist
from the Company. The members are set out on page 20 of this Annual Report.
The SRB is eminently strategic, deals with high-level issues in relation to
policies, resource allocation and organisational performance monitoring, and
meets infrequently, unless exceptional circumstances dictate otherwise.
The SRB also provides the platform to achieve the objectives of resource
allocation and neutral assessment of the effectiveness and efficiency of the
mitigation strategies.
The primary roles, responsibilities and powers of the SRB in accordance with its
terms of reference are to assist the Board with the following:
• Providing to the Board the oversight and input to the management of safety
issues within the AirAsia X’s operations.
• Reviewing the progress and safety trends in relation to Flight, Cabin,
Ground, Engineering, Security and Quality Assurance, and ensuring all
identified hazards are appropriately resolved.
• Reviewing organisational control and continual improvement by assessing
opportunities for improvement and the need for changes to the system,
including but not limited to organisational structure, reporting lines,
authorities, responsibilities, policies, processes and procedures, as well as
allocation of resources and identification of training needs;
• Monitoring the effectiveness of the Safety Management System (“SMS”)
implementation plan;
• Monitoring and reviewing policy, objectives and procedures as part of
development of SMS;
• Making recommendations or decisions concerning safety policy and
objectives;
• Monitoring that any necessary corrective action is taken in a timely manner;
• Reviewing activities that require formal application of risk management
techniques;
• Reviewing actions recommended by incident/accident investigations are
monitored, tracked and implemented by relevant departmental managers;
• Monitoring safety performance against the organisation’s safety policy and
objectives;
STATEMENT ON CORPORATE GOVERNANCE
