亞洲航空股份有限公司

The Board of the Company is composed of 11 Directors with experienced operating companies or academic related experience, including 4 Independent Directors (taking up 36% of all Board members). The Audit Committee, Remuneration Committee and Risk Management Committee are all composed of Independent Directors and jointly assist the Board of Directors in making decisions.

These members come from a Broad variety of backgrounds and experience, and are capable of fulfilling their duties. They have been given the duty to exercise proper governance of the Board of Directors, to supervise/appoint/instruct the management, and to oversee the Company's financial, social, and environmental performance in ways that maximize stakeholders' interests. 

The Company attaches great importance to gender equality in the composition of the Board of Directors, and aims to achieve "more than one-third of the Director seats of each gender". Currently, 91% of the Board members are men (10 persons) and 9% are women (1 person). The main reason is that the Company is in the aviation maintenance industry, and the gender of people with relevant professional backgrounds is more concentrated in men. Therefore, when corporate shareholders nominate Directors, the gender is relatively single. The Company will continue to strengthen communication with corporate shareholders and the Nomination Committee. In the future, when nominating, by-electioning or reassigning Directors, priority will be given to consulting the database of female Director candidates in order to increase the recommendation and nomination of female Director candidates, so as to give priority to increasing the number of female Director seats and achieve the goal of "more than one-third of Director seats of each gender".

The Risk Management Committee of the Company currently consists of all Independent Directors. According to the Risk Management Committee Charter, it conducts risk reviews of the Company to ensure the effectiveness of risk management, and report to the Board of Directors for its decision-making the reference. Please refer to Risk Management Policies and Procedures & Operational Situation for details.

The Audit Committee of the Company is composed of all Independent Directors. According to the Audit Committee Charter, the main responsibilities are to supervise: 1. Fair representation of the Company's financial statements. 2. Selection (dismissal), independence and performance of CPAs. 3. Effective implementation of the Company's internal control. 4. The Company complies with relevant laws and regulations. 5. The management and control of existing or potential risks of the Company. In addition to the functions and powers specified in Article 14-4, Paragraph 4 of the Securities and Exchange Act, the functions and powers that should be exercised by supervisors in accordance with the Securities and Exchange Act, the Company Act and other laws shall be exercised by this Committee. In accordance with Article 14-4, Paragraph 4 of the Securities and Exchange Act, the provisions of the Company Act concerning acts of supervisors or acting as company representatives shall apply mutatis mutandis to the Independent Directors of this Committee.

The Remuneration Committee of the Company is currently composed of all Independent Directors. According to the Remuneration Committee Charter, it evaluates the compensation and compensation policies and systems of Directors and managers of the Company in a professional and objective position, and makes recommendations to the Board of Directors for its decision-making the reference.

Diversity of the Board of Directors: According to the operation points of corporate governance and the Procedure of Director Election at the Company, the Election of Directors at the Company must consider the overall arrangement of the Board of Directors. The members of the Board of Directors must be equipped with knowledge, skills and literacy required by the duty execution. The overall abilities must include abilities of operation judgment, accounting and finance analysis, operation management, crisis handling, industry knowledge, prospective of international market, leadership and decision-making.

The nomination and election of the members of the Board of Directors at the Company abide by company regulations, adopting the system of candidate nomination. Apart from the evaluation of candidate education, experience and qualification, consult stakeholders and comply with “Procedures for Election of Directors” and “Corporate Governance Best Practice Principles” to ensure the diversity and independence of the members of the Board of Directors. The Company has drawn up the guidelines for the diversity of the members of the Board of Directors as per the need of company operation, the type and development of operation, etc.
1.The Company's "Articles of Incorporation" has stipulated that there should be no less than one Director of different genders in 2024 to achieve the goal of gender diversity among Board members.
2.All Independent Directors of the Company have a consecutive term of less than 6 years and are aged between 41 and 70 years old, ensuring the independence and transparency of the Board of Directors' operations.
3.The Company has conducted a comprehensive re-election of Directors at the 2024 Shareholders' Meeting, maintain 4 Independent Directors (not less than one-third of the number of Directors), and elected 1 Director of different genders. In order to provide more advices for business management and enhance diversity and independence through the knowledge, personal insight and business judgment of Independent Directors from different fields and backgrounds.

The implementation of the Company's policy on diversity of Board members is as follows: