AIRASIA GROUP BERHAD
(Company No. 1244493-V)
(“AirAsia” or “the Company”)
Risk Management Committee
Terms of Reference
. Page 1 of 6
TERMS OF REFERENCE
Item Name of Committee : Risk Management Committee of AirAsia Group Berhad
(“the Committee”)
1 Applicable laws / : Including but not limited to:
Guidelines
(a) the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad (“MMLR”) including but
not limited to the Capital Markets and Services Act
2007 (“CMSA”);
(b) the Companies Act 2016 (“CA”);
(c) the Malaysian Code on Corporate Governance 2017
issued by the Securities Commission (“MCCG”); and
(d) where applicable, the provisions of the Constitution of
the Company.
2 Objectives/Principles : The Committee is established as a committee of the AirAsia
Berhad Board of Directors (“Board ”) to oversee the risk
management activities of Company and the Group (“the
Group”). It supports the Board in fulfilling its responsibility for
identifying significant risks and ensuring the implementation of
appropriate systems to manage the overall risk exposure of
the Group. The Committee’s primary objectives are as follows:
(a) to have oversight over the establishment and
implementation of risk management framework;
(b) to review the effectiveness of the risk management
framework in identifying and managing risks and
internal processes which include but not limited to
ensuring the adequacy of risk management policy and
infrastructure to facilitate the implementation of action
plans for risk management; and
(c) to review the key risks associated with proposed major
investments which are subject to the Board's approval
as per the Company's Limits of Authority, prior to the
submission of such proposal to the Board.
. Page 2 of 6
3 Roles and : In order to fulfil its responsibilities to the Board, the Committee
Responsibilities shall
:
(a) oversee and recommend the risk management
strategies, frameworks & policies of the Group;
(b) review and recommend changes as needed to ensure
that the Group has in place at all times a Risk
Management policy which addresses the strategic,
operational, financial and compliance risks;
(c) implement and maintain a sound risk management
framework which identifies, assesses, manages and
monitors the Group’s business risks;
(d) develop and inculcate a risk awareness culture within
the Company;
(e) review periodic reports from management on risk
management activities and effectiveness of managing
the Company’s principal risks;
(f) review major investment business cases as per item 2
above and assessing the key associated risks,
including funding options and costs, and investment
returns prior to the Board’s approval;
(g) oversee specific risk management concerns raised by
business units;
(h) review the Group and its subsidiaries’ risk profiles and
evaluate the measures taken to mitigate the business
risks;
(i) ensure resources and systems are in place for the risk
management function;
(j) compile a report to shareholders on its own activities
to the included in the Company’s Annual Report;
(k) review of the disclosure in the statement on risk
management and internal control in the Company’s
Annual Report; and
(l) provide salient updates on insurance matters,
especially with regards to renewals, premiums and
Claims.
(m) To maintain the companies Anti Bribery and Anti
Corruption Policy framework which is in line with best
practices and appropriate International Standards and
Guidelines. It will further access and monitor the Bribery
and Corruption Risk across the Group in relation to all
Strategies, Projects, and Transactions.
Page 3 of 6
4 Authority : The Committee is authorised by the Board and at the expense
of the Group to perform the following:
(a) secure the resources in order to perform its duties as
set out in this terms of reference;
(b) have direct communication channels with and
unrestricted access to Senior Management including
without limitation, its information, records, reports,
properties and personnel;
(c) instruct Risk Department to perform duties as
necessary to support the Committee in discharging its
functions and duties. The Head of Risk Department is
accountable to the Committee and shall have direct
access to the Chairman of the Committee, if
necessary; and
(d) obtain independent professional advice.
5 Members : Members of the Committee shall be appointed by the Board
and shall comprise at least three (3) members, all of which
shall be non-executive directors of which at least a majority of
whom shall be independent directors.
For the avoidance of conflict of interest, a member of the
Committee shall abstain from participating in discussions and
decisions on any matters involving him/her.
In the event of any vacancies in the Committee resulting in the
number of members is reduced below three (3), the Board
shall, within three (3) months appoint such number of new
members as may be required to make up the minimum of
three (3) members.
Each appointed Committee member shall hold office until the
earlier of: (i) such time as the Board determines to terminate
his/her appointment; or (ii) the Committee member ceasing to
be a member of the Board.
Where there is a specific need for information or clarification
on any matters, the relevant employee may be invited to
attend the specific part(s) of the Committee’s meeting(s).
6 Chairman : The Chairman of the Committee shall be appointed by the
Board. In the absence of the Chairman and/or a deputy
appointed by the Board in any meeting, the remaining
members present shall elect one of themselves to chair the
meeting.
7 Quorum : The quorum for meetings shall be at least two (2) members, of
which one shall be an independent director. A duly convened
meeting of a Committee at which a quorum is present shall be
competent to exercise all or any of the authorities, powers and
discretions vested in or exercisable by the Committee.
8 Frequency and notice of : The Committee shall meet not less than four (4) times a year
meetings and at such other times as the Chairman of the Committee
Page 4 of 6
considers necessary or appropriate.
Meetings of the Committee shall be called by the Secretary of
the Committee at the request of the Chairman of the
Committee.
Unless otherwise agreed, notice of each meeting confirming
the venue, time and date, together with an agenda of items to
be discussed, shall be forwarded to each member of the
Committee and any other person required to attend, no later
than seven (7) calendar days before the date of the meeting.
Reasonable time should be given for the Committee members
and to other attendees as appropriate, to consider all relevant
papers and materials prior to the Committee meeting.
9 Voting, Proceedings and : Matters arising at any meeting shall be decided by a majority
Minutes of meeting vote of the members present, each member having one (1)
vote. In the event of equality of votes, the Chairman of the
Committee shall have a second or casting vote. However, at
meetings where two (2) members are present or when only
two (2) members are competent to vote on an issue, the
Chairman of the Committee will not have the second or casting
vote.
The Secretary of the Committee shall minute the proceedings
and resolutions of all Committee meetings, including the
names of those present and in attendance. The minutes of the
Committee, when approved by the Committee, should be
circulated to the Board.
The Committee may approve administrative/non-material
matters by circular resolution
10 Reporting structure : The Chairman of the Committee will report formally to the
Board on the key aspects of its proceedings after each
meeting. The Committee shall not be delegated with decision
making powers but shall report its recommendations to the
Board for decision.
The Committee Chairman shall respond to any questions
relating to the Committee’s activities at the Annual General
Meeting of AirAsia’s shareholders, where required.
11 Secretary : The Company Secretary shall act as Secretary of the
Committee and shall be responsible, with the concurrence of
the Chairman of the Committee, for drawing up and circulating
the agenda and the notice of meetings together with the
supporting explanatory documentation to members prior to
each meeting.
The Secretary of the Committee shall be entrusted to record
all proceedings and minutes of all meetings of the Committee,
including the names of those present and in attendance.
Meeting minutes shall be approved by the Committee at its
next meeting.
The minutes of the Committee, when approved by the
Committee and signed by the Chairman of the Committee,
should be circulated to the Board
Company Secretary of the Company shall be working together
with personnel from the Risk Department
. Page 5 of 6
12 Review of the Terms of : The Terms of Reference of the Committee has been approved
Reference by the Board on 25 August 2020
The Committee shall conduct annual review of its own
performance and terms of reference to ensure its effectiveness
and recommend any changes to the Board, as it considers
necessary and in compliance with any regulations.
The Terms of Reference shall be reviewed annually or as and
when there are relevant changes to legal and regulatory
requirements.
[The remainder of this page has been intentionally left blank]
. Page 6 of 6
