Singapore Airlines 2006 Annual Report Download - page 35

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33
Singapore Airlines Annual Report 05/06
CORPORATE GOVERNANCE REPORT
For the period 1 April 2005 to 31 March 2006
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 specifi c reference to the guidelines of the
Code of Corporate Governance issued by the Ministry of Finance in Singapore in 2001 (“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, fi nancial 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 2006, the Board comprises the following members:
Position held Date of fi rst Date of last Nature of
Name of Director on the Board appointment to the Board re-election as Director Appointment
Stephen Lee Ching Yen* Chairman 26 April 2004 29 July 2004 Non-executive/
(Appointed Chairman on 1 January 2006) Non-Independent
Charles B Goode Director 1 July 1999 28 July 2005 Non-executive/
Independent
Ho Kwon Ping Director 15 July 2000 26 July 2003 Non-executive/
Independent
Fock Siew Wah Director 15 July 2000 28 July 2005 Non-executive/
Non-Independent
Davinder Singh Director 15 July 2000 29 July 2004 Non-executive/
Independent
Chew Choon Seng Director 5 March 2003 28 July 2005 Executive/
Non-Independent
Sir Brian Pitman Director 26 July 2003 28 July 2005 Non-executive/
Independent
Chia Pei-Yuan Director 1 October 2003 29 July 2004 Non-executive/
Independent
James Koh Cher Siang Director 1 August 2005 N.A. Non-executive/
Independent
* Mr Stephen Lee replaced Mr Koh Boon Hwee as Chairman on 1 January 2006. Mr Koh who has been a Director
since 14 March 2001 stepped down from the Board on 31 December 2005. Mr Koh was a non-executive and
non-independent Director.
There is a strong independent element in the Board, with the Nominating Committee considering six out of nine
Directors to be independent. Mr Stephen Lee and Mr Fock Siew Wah are members of the Advisory Panel of the
Company’s substantial shareholder, Temasek Holdings (Private) Limited (“Temasek”). Mr Chew Choon Seng is the Chief
Executive Offi cer of the Company. Although Mr Chia Pei-Yuan is a Corporate Advisor to Temasek, the Nominating
Committee views him as independent as he advises Temasek on matters concerning fi nancial institutions in Asia only
and has demonstrated a manifest ability to exercise strong independent judgement in deliberations in the interests of
the Company.