Singapore Airlines 2003 Annual Report Download - page 33

1.4 In 2002-03, six Board meetings (inclusive of a Special Meeting) were held. The number of meetings attended by each
member of the Board is as follows:
1.5 The Board is issued with detailed Board papers by Management giving the background, explanatory information and
justification for each decision and mandate sought by Management, including, where applicable, relevant budgets,
forecasts and projections. Information papers are also circulated to the Board to inform the Board of material matters
and issues currently being dealt with by Management. As part of good corporate governance, Board papers for decision
or discussion at Board meetings are circulated in advance of the meetings for Directors’ review and consideration, and
key decisions are reserved for decision at Board meetings rather than by circulation to facilitate discussion. The detailed
agenda of each Board meeting, prepared by Management and approved by the Chairman, contains both regular items
such as reports on its subsidiaries and associated companies, updates on business development, monthly management
accounts, and productivity and performance indicators, as well as matters for the decision or information of the Board.
1.6 The Board benefits from the wealth and depth of experience each Director possesses, collectively providing core
competencies in finance, legal, industry, business and management. Profiles of the Directors can be found on page 4
of this Report. Newly appointed Directors are briefed by Management to familiarise them with the Company’s business
and strategic directions. The subject of training to better equip Directors to meet the particular requirements of the
Company is being reviewed.
1.7 The Chairman and Chief Executive Officer of the Company are not related to each other. There is division of responsibilities
between the Chairman and the Chief Executive Officer, which ensures a balance of power and authority within the
Company. These positions are held by Mr Koh Boon Hwee, Dr Cheong Choong Kong (as CEO until 9 June 2003) and
Mr Chew Choon Seng (as CEO from 9 June 2003) respectively.
1.8 The Board has separate and independent access to Management and the Company Secretaries at all times. Board
procedures also enable Directors to seek independent professional advice at the Company’s expense in the furtherance
of their duties if required.
1.9 Under Article 82 of the Company’s Articles of Association, at each Annual General Meeting (AGM), one-third of the
Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest one-third
are required to retire from office. Retiring Directors are selected on the basis of those who have been longest in office
since their last election, failing which they shall be selected by agreement or by lot. They are eligible for re-election under
Article 83. All re-elections require the approval of the special member, the Minister for Finance (Incorporated).
1.10 The Directors standing for re-election at the AGM for 2002-03 pursuant to Article 83 are Mr Fock Siew Wah and Mr
Ho Kwon Ping. The Nominating Committee has recommended their re-election, after assessing their contribution and
performance (including attendance, preparedness, participation and candour). In addition, Mr Chew Choon Seng as
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SIA Annual Report 02/03
Name of Director Board meetings attended
Koh Boon Hwee 6
Cheong Choong Kong 6
Charles B Goode (in person) 3
(via videoconferencing) 3
Ho Kwon Ping 5
Edmund Cheng Wai Wing 6
Fock Siew Wah 6
Lim Boon Heng 6
Davinder Singh 5
Lim Chee Onn (Stepped down on 13 July 2002) 1
Chew Choon Seng (Appointed on 5 March 2003)