Singapore Airlines 2005 Annual Report Download - page 125

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CC
฀MOD: CN1323
M Y
C K
While every effort has been taken to carry out instruction to customers satisfaction
NO RESPONSIBILITY liablilty will be accepted for errors
CUSTOMERS ARE THEREFOREURGED TO CHECK THOROUGHLY BEFORE
AUTHORISING PRINTRUNS
DALIM
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CC196777 DLMAC13 10.06.2005 150#
1
3col
SIA Annual Report 04/05 123
Notice of Annual General Meeting
Explanatory note
1. In relation to Ordinary Resolution No. 3, Sir Brian Pitman will, upon re-appointment, continue to serve as a member of the
Board Compensation & Organisation Committee. Sir Brian Pitman is considered as an independent Director.
2. In relation to Ordinary Resolution No. 4, Mr Fock Siew Wah will, upon re-election, continue to serve as Chairman of the
Board Finance Committee and member of the Board Executive and Board Compensation & Organisation Committees.
Mr Charles B Goode will, upon re-election, continue to serve as member of the Board Finance and Nominating Committees.
Mr Chew Choon Seng will, upon re-election, continue to serve as member of Board Executive, Board Finance, and Board
Labour Relations Committees. Mr Fock and Mr Chew are considered as non-independent Directors. Mr Goode is considered
as an independent Director. Please refer to the sections on Board of Directors and Corporate Governance in the Annual
Report for further details on Mr Fock, Mr Goode and Mr Chew respectively.
3. Ordinary Resolution No. 5 is to approve the payment of Directors’ Fees of S$962,000 (FY2003/04: S$629,000) for the year
ended 31 March 2005, for services rendered by Directors on the Board as well as on various Board Committees. The basic
retainer fee for Directors and the allowances for Chairmen and members of the various Board Committees have been
increased, in line with market practice and commensurate with their duties and responsibilities, to address the need for the
Company to pay competitive and equitable remuneration in order to attract and retain Directors with the necessary
capabilities and desired attributes to serve on the Board and add value to the Company and its shareholders. Prior to this
proposed increase, the basic retainer fee for Directors had been maintained at S$40,000 since FY2000-01. For FY2001-02
and FY2002-03, Directors voluntarily waived 15% and 50% of their fees (respectively) due to the general economic
downturn, the events of 11 September 2001 and the outbreak of SARS.
4. Ordinary Resolution No. 7.1, if passed, will empower Directors to issue shares, make or grant instruments convertible into
shares and to issue shares pursuant to such instruments, from the date of the above Meeting until the date of the next
Annual General Meeting. The number of shares which the Directors may issue under this Resolution will not exceed 50 per
cent of the issued share capital of the Company with a sub-limit of 10 per cent for issues other than on a pro rata basis. For
the purpose of determining the aggregate number of shares which may be issued, the percentage of share capital shall be
based on the Company’s issued share capital at the time this Ordinary Resolution is passed, after adjusting for (a) new shares
arising from the conversion or exercise of any convertible instruments or share options or vesting of share awards which are
outstanding at the time this Ordinary Resolution is passed and (b) any subsequent consolidation or subdivision of shares.
5. Ordinary Resolution No. 7.2, if passed, will empower the Directors to offer and grant options in accordance with the
provisions of the SIA Employee Share Option Plan (the “Plan”) and to allot and issue ordinary shares under the Plan. The Plan
was approved at the Extraordinary General Meeting of the Company held on 8 March 2000 and modified at the
Extraordinary General Meetings on 14 July 2001 and 26 July 2003 respectively.
Notes
1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote instead of him. A
proxy need not be a member of the Company.
2. The instrument appointing a proxy or proxies must be deposited at Robinson Road Post Office P O Box 3911, Singapore 905911 not less than 48 hours before
the time fixed for holding the Meeting.