Singapore Airlines 2004 Annual Report Download - page 32

30 SIA Annual Report 03/04
Corporate Governance Report
for the period 1 April 2003 to 31 M arch 2004
The Company’s corporate governance principles reflect its
belief that good corporate governance practices translate
into an increase in long-term value and ultimately, return to
shareholders.
This Report sets out the Company’s corporate governance
processes, with specific reference to the guidelines of the
Corporate Governance Code (“ the Code” ). The Board is
committed and will continue to uphold the highest standards
of corporate governance within the Company and the SIA
Group of companies, in accordance with the Code.
Principle 1: Every company should be headed by an
effective Board to lead and control the company.
The Board’s principal functions include the following:
•charting the Group’s strategic direction and
monitoring performance
• reviewing and approving annual budgets, financial
plans and monitoring the Group’s performance
•approving major acquisitions and fund-raising exercises
•ensuring the Group’s compliance with all laws and
regulations as may be relevant to the business
The Board has established six Board Committees to assist in
the execution of its responsibilities. They are the Board
Executive Committee, the Audit & Risk Committee, the Board
Finance Committee, the Board Compensation & Organisation
Committee, the Nominating Committee, and the Safety and
Reliability Committee. These committees have written
mandates and operating procedures, which are reviewed
periodically. The Board has also established a framework for
the management of the Group including a system of internal
controls and a business risk management process.
A table setting out the Board M embers and their memberships
on the various Board Committees can be found on
page 38.
The Board conducted four Board Meetings for 2003-04, with
all Directors attending all Board Meetings. Ad hoc Meetings
are held as and when required.
The Directors come from diverse backgrounds and possess
varied expertise in finance, legal, industry, business, labour
and management fields. Management briefs new Directors
on the Company’s business and strategic directions. The
Company will consider formulating training programmes,
if the need arises.
Board Executive Committee (ExCo)
The ExCo comprises three members, namely, Koh Boon Hwee
(Chairman), Chew Choon Seng and Fock Siew Wah. They
are authorised to make decisions on routine and operational
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.
The ExCo does not conduct regular physical meetings.
Resolutions are generally passed by circulation.
Board Finance Committee (BFC)
The BFC comprises four members, namely, Fock Siew Wah
(Chairman), Charles B Goode, Davinder Singh and Chew
Choon Seng. Meetings are held on a quarterly basis.
The role of the BFC is to set directions, policies and guidelines
pertaining to certain financial matters of the Company. The
BFC also acts as the approving body for new initiatives or
projects coming within its scope, which includes management
of surplus funds, liquidity and financing management, financial
risk management, and review of share buy back procedures.