Singapore Airlines 2003 Annual Report Download - page 34

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SIA Annual Report 02/0332
newly appointed Director will be standing for re-election at the AGM under Article 89 of the Company’s Articles of
Association. Dr Cheong Choong Kong retired as a member of the Board on 9 June 2003, which coincided with the
expiry of his contract as Chief Executive Officer of the Company.
1.11 The Nominating Committee, having considered his attributes and qualities, has recommended that Sir Brian Pitman be
elected as Director at the AGM pursuant to Section 153(6) of the Companies Act.
Sir Brian, 71, is a distinguished banker. He is currently a Senior Adviser to Morgan Stanley, one of the largest financial
services firms in the world, and formerly the Group Chief Executive and Chairman of the banking group, Lloyds TSB
Group. Sir Brian was President of the British Bankers’ Association, and President of the Chartered Institute of Bankers.
He is currently a director of three publicly quoted companies in the UK: Carlton Communications Plc, a television
company, Tomkins Plc, an engineering company and the Carphone Warehouse Group Plc, a pan-European mobile
communications retailer.
If elected, Sir Brian would be considered a non-executive independent director.
2. BOARD EXECUTIVE COMMITTEE
2.1 To facilitate day-to-day management and to expedite action on operational matters, a Board Executive Committee (ExCo)
deputises for the Board on routine matters, including opening of bank accounts, granting Powers of Attorney, affixing
the Company’s seal on documents, and authorizing specific officers to sign pertinent documents on behalf of the
Company. The other functions of the ExCo include reviewing the overall strategy of the Group and making recommendations
to the Board, reviewing and recommending to the Board the annual operating and capital budgets, and reviewing and
approving matters relating to the Group’s wholly-owned subsidiaries.
2.2 The ExCo does not conduct regular physical meetings. Resolutions are generally passed by circulation.
2.3 The members of the ExCo are:
Chairman : Koh Boon Hwee
Deputy Chairman/CEO : Cheong Choong Kong (until 9 June 2003)
CEO : Chew Choon Seng (from 9 June 2003)
Members : Fock Siew Wah
Lim Chee Onn (until 13 July 2002)
3. AUDIT AND RISK COMMITTEE
3.1 Formerly known as the Audit Committee, it was renamed the Audit and Risk Committee after its scope was expanded
to include supervision of risk management in the SIA Group. It comprises three non-executive Directors, two of whom
are independent.
3.2 The primary function of the Audit and Risk Committee is to assist the Board of Directors in fulfilling its oversight
responsibilities by reviewing:
• the financial information which will be provided by the Group to shareholders, government authorities or others;
• the Group’s systems of internal controls, including financial, operational, compliance and risk management, that
Management and the Board have established; and
• the Group’s internal and external auditing, accounting and financial reporting processes.