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SIA Annual Report 04/05 33
Corporate Governance Report
For the period 1 April 2004 to 31 March 2005
The Board and Management are committed to increasing shareholder value by creating and maintaining a sound
organisational structure, through a process of established corporate governance principles.
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 and Management will continue to uphold the highest standards
of corporate governance within the Company and the SIA Group of companies, in accordance with the Code.
The Board's Conduct of its Affairs, Composition and Balance (Principles 1, 2 and 3)
Board Committees (Principles, 4, 7 and 11)
The Board's principal functions include 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; and ensuring the Group's compliance with all laws and regulations as may be relevant to
the business.
As at 31 March 2005, the Board comprises the following members :
Position held Date of first Date of last Nature of
Name of Director on the Board appointment to the Board re-election as Director Appointment
Koh Boon Hwee Chairman 14 March 2001 29 July 2004 Non-executive/
Non-Independent
Charles B Goode Director 1 July 1999 13 July 2002 Non-executive/
Independent
Ho Kwon Ping Director 15 July 2000 26 July 2003 Non-executive/
Independent
Fock Siew Wah Director 15 July 2000 26 July 2003 Non-executive/
Non-Independent
Davinder Singh Director 15 July 2000 29 July 2004 Non-executive/
Independent
Chew Choon Seng Director 5 March 2003 26 July 2003 Executive/Non-
Independent
Sir Brian Pitman Director 26 July 2003 29 July 2004 Non-executive/
Independent
Chia Pei-Yuan Director 1 October 2003 29 July 2004 Non-executive/
Independent
Stephen Lee Ching Yen Director 26 April 2004 29 July 2004 Non-executive/
Independent
There is a strong independent element in the Board, with the Nominating Committee considering 6 out of 9 directors
to be independent. Mr Koh Boon Hwee and Mr Fock Siew Wah are Temasek's nominees, and Mr Chew Choon Seng
is the Chief Executive Officer of the Company.
The Board held a total of 4 Board Meetings in 2004-05. Ad hoc meetings are held as and when required. With the
Chairman's approval, Management prepares the detailed agenda of each Board meeting. Board Papers contain 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.