Airways Annual Report 2019

Governance at Airways CONTINUED

Continuing education Airways provides ongoing support for continuous professional learning and development to all Directors. Airways also expects that Directors will take responsibility for continuously improving their own professional knowledge and skills, utilising and supplementing this support where required. Monitoring performance Each year, the Board critically evaluates its collective performance, processes and procedures. The performance of individual Directors is also reviewed and evaluated annually. In 2019, the Board set its own goals and engaged a representative from the Institute of Directors to facilitate their evaluation of performance. Committees The Board has established a number of committees, all supported by formal charters and focused on addressing some of the key Board responsibilities. The role, key responsibilities and members of the committees are set out below and in the charters published under the “Our Board” section of the Airways website. While these committees are responsible for certain activities and decisions, ultimate accountability still resides with the Board, who receive reports and meeting minutes back from all Committees covering their proceedings. Committee Objectives Key roles and responsibilities Members Audit and Finance Committee Assist the Board in meeting its internal controls, financial reporting, audit and legal/ regulatory compliance responsibilities • Review audit and assurance reports from Head of Safety and Assurance • Understand key financial, commercial and business recovery risks and how they are being managed Mary-Jane Daly (Chair) Bennett Medary Lisa Jacobs (joined 1/11/2018) Chris Moxon (retired 31/10/2018)

• Understand the internal control environment and any identified deficiencies • Review key governance policies and any material breaches thereof • Review annual and interim financial statements and related issues and complex transactions • Manage the external audit relationship • Oversee the internal audit function • Review effectiveness of legal and regulatory compliance systems • Review audit and assurance reports from Head of Safety and Assurance • Review safety reports from the Head of Safety and Assurance including key safety metrics, status reports on incident investigations and key safety issues • Understand key safety risks and how they are being managed • Set and review remuneration policies • Review and recommend remuneration for the CEO and his direct reports • Set and review the terms of the company’s short and long term incentive plans • Obtain and consider independent remuneration advice

Safety Committee

Inform the Board of the

Mark Pitt (Chair) Darin Cusack John Holt (joined 1/1/2019) Judith Kirk (retired 31/12/2018) Denise Church (joined 1/1/2019)

performance of Airways’ safety management systems

People, Culture & Capability Committee

Bennett Medary (Chair) Mary-Jane Daly Denise Church (joined 1/1/2019) Paula Jackson (joined 1/1/2019) John Holt (joined 1/1/2019) Judith Kirk (retired 31/12/2018)

Assist the Board in establishing remuneration policies and practices


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