ABOUT OUR BOARD

The Board is structured as required by our Memorandum of Incorporation (MOI) and the roles and responsibilities of the directors are set out in the Board Charter, which is reviewed annually. The Board holds the overall responsibility for the leadership, control and performance of the Group in line with relevant legislation, regulations and best practice. Each Board member has a fiduciary responsibility to act in good faith and in the best interests of the Group.

The Board delegates certain obligations to the Committees of the Board without abdicating any of its responsibilities. There are six committees pursuant to the Board’s decision that the Board Economic Regulation Committee, which was an ad hoc committee, would hold meetings quarterly subsequent to the issuance of the 2024-2028 Permission. The committees met as scheduled during the reporting period and the details of their activities are provided below. Each committee operates within formal terms of reference, which are reviewed annually.

The Board is satisfied that the delegation of authority framework provides role clarity and supports the effective exercise of authority and responsibilities.

Diversity

The Board embraces gender, ethnic, race and age diversity as a prerequisite for ensuring its continuing relevance and effectiveness in a complex social and business landscape. Our shareholders, who are responsible for the nomination and appointment of Board members, recognise the need for diversity and support its application.

In addition, a diverse and inclusive culture is embedded within the Board. Our directors are confident that robust discussion results in the deliberation of wide-ranging views and that, as directors, they serve in an environment where bias, discrimination and harassment are not tolerated.

The majority of Board members are independent directors, as recommended by King IV.

Skills and experience

Board members are appointed based on their knowledge and experience, providing the broad base of skills necessary to achieve the Group’s objectives. The capacity of individual members continues to be enhanced on an ongoing basis with skills that are directly relevant to the business. These skills include competencies in aviation, law, policy, strategy, finance, corporate finance, accounting, auditing, economic regulation, governance, asset and risk management, stakeholder relationship management, international relations, and information and communications technology (ICT), among others.

Board attendance

The Board held nine meetings during the course of the reporting period. The purpose of the special meetings was to consider the corporate plan, integrated report, governance and remuneration report, annual financial statements, and appointment of the CFO.

The Board held nine meetings during the course of the 2024 financial year:

Board evaluation

The Board conducts its evaluation in accordance with the Company’s Memorandum of Incorporation and the Board and Board Committees Evaluation Policy. The evaluation for the period under review involved assessment of the Board as a whole, Chairman, Board Committees and peer review. The Board of Directors has executed its responsibility under the policy, in relation to the evaluation of the performance of the board of directors , its committees, its chair and its individual directors.

The office of the Company Secretary provides unfettered guidance and support to the Board and its committees. The CEO ensures the effective implementation of the strategy and related strategic objectives.

The Board has achieved a rating of 3.6 out of 4 for its performance, an indication that members are satisfied with the Board’s performance. The assessment covered the board composition, role of the board, board processes and procedures, culture and dynamics and board committees. The Board will track the recommendations which have been made in the evaluation report and the focus areas which have been identified.

Committees of the Board and their work