Singapore Airlines 2005 Annual Report Download - page 37

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SIA Annual Report 04/05 35
Board Labour Relations Committee (BLRC)
Formed on 14 May 2004, the BLRC comprises 3 members, namely Stephen Lee (Chairman), Koh Boon Hwee and
Chew Choon Seng.
The functions of the BLRC include improving and enhancing the working relationship between the employee unions;
increasing labour flexibility through the review and improvement of workplace practices; overseeing the collective
agreement negotiations with the various unions; and reviewing ways to better motivate the workforce through wage
restructuring and wage reform.
Board Membership and Performance (Principles 4 and 5)
The Nominating Committee's (NC) functions include considering and making recommendations to the Board concerning
the appointment and re-appointment of Directors, and determining the independence of Directors. The Committee
also considers candidates to fill new positions created by expansion and vacancies that occur by resignation, retirement
or for any other reason.
The NC comprises 2 independent directors, namely, Davinder Singh (Chairman) and Charles B Goode.
The Company's Articles of Association provide that 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 to but not less than 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. All re-elections require the approval of the special member,
the Minister for Finance (Incorporated).
New Directors are appointed by way of Board Resolution, following which they are subject to election by shareholders
at the next Annual General Meeting.
Access to Information (Principle 6)
The Directors have separate and independent access to the Company Secretary. The role of Company Secretary has
been defined by the Board to include supervising, monitoring and advising on the compliance by the Company with
its Memorandum and Articles of Association, laws and regulations, and the Singapore Exchange Securities Trading
Limited’s (SGX-ST) Listing Manual; communicating with the SGX-ST, the Accounting & Corporate Regulatory Authority,
and Shareholders on behalf of the Company; and performing such other duties of a company secretary, as required
under laws and regulations or as specified in the SGX-ST Listing Manual, or the Company's Articles of Association,
or as required by the Chairman of the Board or the Chairman of any Board Committee or the Directors (or any of
them), as the case may be. The Company Secretary attends all Board Meetings.
The Directors are provided with Board Papers well in advance before each Board Meeting, to enable them to be
properly informed of matters to be discussed and/or approved. Directors have separate and independent access to
senior management at all times. Directors can seek independent professional advice if required and in accordance with
procedure. Such costs will be borne by the Company.
Remuneration Matters (Principles 7, 8 and 9)
The Board Compensation & Organisation Committee (BCOC) performs the role of the Remuneration Committee, as
recommended by the Code. The BCOC comprises 4 members, namely, Koh Boon Hwee (Chairman), Fock Siew Wah,
Sir Brian Pitman and Stephen Lee. Sir Brian and Stephen Lee are independent non-executive directors, while the other
members are non-executive directors independent of management. Meetings are held on a quarterly basis.
The BCOC annually reviews and approves recommendations on remuneration policies and packages for key executives,
and implements and administers the Company's Employee Share Option Plan. It ensures that there are sufficient
candidates recruited and/or promoted to leadership positions, which include monitoring the leadership development
programme. The BCOC also ensures that talent is tapped and equitably distributed throughout the SIA Group of
companies, and encourages closer working relationship and management exchanges within the Group.