Singapore Airlines 2004 Annual Report Download - page 35

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SIA Annual Report 03/04 33
Directors also have separate and independent access to the
Company Secretary and Assistant Company Secretary at all
times. Their duties and responsibilities are set out clearly by
the Board, and this includes:
•supervising, monitoring and advising on the compliance
by the Company with its Memorandum and Articles of
Association, laws and regulations, and the Singapore
Exchange Securities Trading Limited (SGX-ST) Listing
Manual
• communicating with the SGX-ST, the Accounting &
Corporate Regulatory Authority, and Shareholders on
behalf of the Company
•performing such other duties of a company secretary,
as required under laws and regulations or as specified
in the SGX-ST Listing Manual, or the Company’s Articles
of Association, or as required by the Chairman of the
Board or the Chairman of any Board Committee or the
Directors (or any of them), as the case may be.
Either or both of them attend all Board Meetings.
Principle 7: There should be a formal and transparent
procedure for fixing the remuneration packages of
individual directors. No director should be involved in
deciding his ow n remuneration.
Board Compensation & Organization Committee (BCOC)
The BCOC performs the role of the Remuneration
Committee, as recommended by the Code. The BCOC
comprises four members, namely, Koh Boon Hwee
(Chairman), Fock Siew Wah, Lim Boon Heng and Sir Brian
Pitman (appointed on 10 October 2003). Sir Brian is an
independent non-executive director, while the other members
are non-executive directors independent of management.
Meetings are held on a quarterly basis.
The responsibilities of the BCOC include:
• reviewing and approving recommendations on
remuneration policies and packages for key executives
• overseeing labour-management relations
•administering the Company’s Employee Share
Option Plan
• ensuring that sufficient candidates are recruited and/or
promoted to leadership positions, including monitoring
the leadership development programme.
The Board discussed the remuneration of the Board of
Directors. Taking into account the practice of the largest
companies in Singapore as well as the guidelines
provided by Temasek Holdings (Pte) Ltd, the Board
recommended no changes to the scheme for director
compensation this year and will recommend the remuneration
that results from the scheme to the General M eeting for
approval.
Principle 8: The level of remuneration should be
appropriate to attract, retain and motivate the directors
needed to run the company successfully but companies
should avoid paying more for this purpose. A proportion
of the remuneration, especially that of executive
directors, should be linked to performance.
Principle 9: Each company should provide clear
disclosure of its remuneration policy, level and mix of
remuneration, and the procedure for setting
remuneration, in the company’s annual report.