Singapore Airlines 2013 Annual Report Download - page 43

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ANNUAL REPORT 2012/13
Board Executive Committee (“ExCo”)
The members of the ExCo are Mr Stephen Lee (Chairman), Mr Goh Choon Phong, Ms Euleen Goh, and Mr Lucien Wong.
The ExCo oversees the execution by Management of the overall strategy, policies, directions and guidelines set by the Board
for the SIA Group. The ExCo also reviews and makes recommendations to the Board on the annual operating and capital
budgets and matters relating to the Group’s wholly-owned subsidiaries. The ExCo is authorised to approve transactions
beyond a designated materiality threshold and to make decisions on routine financial, operational and administrative
matters. The ExCo also functions as the Share Buy Back Committee of the Company.
Board Audit Committee (“AC”)
The Board Audit Committee (AC) comprised Ms Euleen Goh (Chairperson), Mr David Gonski (until 31 July 2012),
Dr William Fung, Mr Jackson Tai, Mr Hsieh Tsun-yan (from 1 September 2012) and Mr Gautam Banerjee (from 1 January
2013). All the AC members are independent Directors. The role and responsibilities of the AC are described in the section on
“Board Audit Committee Activities” (Principle 11) as shown below.
Board Safety and Risk Committee (“BSRC”)
The members of the BSRC are Dr Helmut Panke (Chairman), Mrs Christina Ong and Mr Lucien Wong. The functions of the
BSRC include ensuring that systems and programmes in the Group comply with regulatory requirements and accord with
the best practices of the aviation industry; reviewing regular reports on safety performance; reviewing accident investigation
findings and recommendations; and advising Management and reporting to the Board on safety issues.
The BSRC also oversees the risk governance framework and risk management system, including reviewing key risks and
controls put in place by Management.
Board Nominating Committee (“NC”)
The members of the NC during FY2012-13 were Mr Lucien Wong (Chairman), Mr Stephen Lee and Mrs Christina Ong.
In compliance with the recommendations of the Code on independence of directors, the Board re-designated Mr Wong as a
non-independent director after his appointment on the Temasek board. Accordingly, Mr Lee was appointed NC Chairman to
replace Mr Wong with effect from 1 April 2013. Mr Wong remained as a member of the NC.
The NC’s functions include considering and making recommendations to the Board concerning the appointment and
re-election of Directors, and determining the independence of the Directors. The NC’s recommendations are based on a
review of the range of expertise, skills and attributes of current Board members and the needs of the Board, taking into
account the Company’s future business direction, the tenure of service, contribution and commitment of each Board member.
Board rejuvenation is a guiding principle in determining the need for new appointees to the Board.
With regard to the selection of new Directors, the NC evaluates the balance of skills, knowledge and experience on the
Board and, arising from such evaluation, determines the role and the desirable competencies for a particular appointment to
enhance the existing Board composition. The NC meets with the short-listed Board candidates to assess their suitability and
availability. The NC then makes recommendations to the Board for approval.