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AirAsia X Berhad • Annual Report 2014
• Reviewing safety performance and outcomes;
• Defining safety performance indicators and set safety performance goals
for the organisation;
• Monitoring the effectiveness of the organisation’s safety management
processes which support the declared corporate priority of safety
management as another core business process;
• Monitoring the effectiveness of the safety supervision of subcontracted
operations;
• Ensuring that appropriate resources are allocated to achieve safety
performance beyond that required by regulatory compliance;
• Providing strategic directions to departmental Safety Action Group (“SAG”)
where applicable;
• Functioning as steering committee and oversight for Flight Data Monitoring
Team; and
• Periodically review regulations, standards and exemptions for ensuring the
most current information is available.
Input to the management review process (SRB) would typically include:
• Results of audits;
• Findings from operational inspections and investigations;
• Operational feedback;
• Incidents and near-miss reports;
• Changes in regulatory policy and civil aviation legislation;
• Process performance and organisational conformity;
• Status of corrective and preventive actions;
• Results from implementation or rehearsal of an Emergency Response Plan
(“ERP”);
• Follow-up actions from previous management reviews;
• Feedback and recommendations for management system improvement;
• Regulatory violations; and
• Security matters.
Output from SRB would typically include decisions and actions related to:
• Improvement of the processes throughout the management system;
• Safety and security requirements; and
• Resources needs.
v. Employees’ Share Option Scheme (“ESOS”) Committee
ESOS Committee comprises of one (1) Non-Independent Executive Director
and GCEO, the Company’s Acting CEO and the Head of People Department, the
Members are set out on page 20 of this Annual Report.
The primary roles, responsibilities of the ESOS Committee in accordance with its
By-Laws are to assist the Board with the followings:
• Administering the ESOS of the Company in accordance with the objectives
and regulations; and
• Determining the participation eligibility, option offers and share allocations
and to attend to such other matters as may be required.
B. Directors and/or CEO Remuneration
The remuneration package comprises the following elements:
1.
Fee
The fees payable to the Non-Executive Directors for their services to the Board
are based on a basic board fee and their respective additional responsibilities on
the Board Committees.
The total remuneration of Directors during the financial year ended 31 December
2014 are as follows:-
Directors’
Remuneration
Executive
(RM’000)
Non-
Executive
(RM’000)
Total (RM’000)
Fees
-
822
822
Salaries and other
emoluments
-
-
-
Benefits-in-kind
-
-
-
Total
-
822
822
Whilst the Code has prescribed for individual disclosure packages, the Board
is of the view that the transparency and accountability aspects of Corporate
Governance in respect of the Directors’ remuneration are appropriately and
adequately addressed by the band disclosure as disclosed below:-
Directors’ Fees
No. of Executive
Directors
No. of Non-
Executive
Directors
Up to RM50,000
-
3
RM50,001 to RM100,000
-
6
RM100,001 to RM150,000
-
1
RM150,001 to RM200,000
-
1
Above RM200,000
-
-
2. Benefits-in-kind
Other customary benefits (such as private medical care, travel coupons, etc.) are
made available as appropriate.
3. Service contract
The GCEO has a three-year service contract with AirAsia X whilst the Acting
CEO has a six-month service contract with AirAsia X, subject to further review.
STATEMENT ON CORPORATE GOVERNANCE
