Singapore Airlines 2006 Annual Report Download - page 36

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34
Singapore Airlines Annual Report 05/06
CORPORATE GOVERNANCE REPORT
For the period 1 April 2005 to 31 March 2006
The Board held a total of four Board Meetings in 2005-06. Ad hoc meetings are held as and when required. In
consultation with the Chairman, 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.
The Directors come from diverse backgrounds and possess varied expertise in fi nance, legal, industry, business, labour
and management fi elds. Management briefs new Directors on the Company’s business and strategic directions. The
Company conducts training programmes for new Directors where considered appropriate.
The Chairman, Mr Stephen Lee and the Chief Executive Offi cer, Mr Chew Choon Seng are not related to each other.
There is division of responsibilities between the Chairman and the Chief Executive Offi cer, which ensures a balance of
power and authority within the Company.
The Board established seven Board Committees to assist in the execution of its responsibilities, namely:
• the Board Executive Committee
• the Audit & Risk Committee
• the Board Finance Committee
• the Board Compensation and Organisation Committee
• the Nominating Committee
• the Safety and Reliability Committee
• the Board Labour Relations 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 Members and their memberships on the various Board Committees for the year in review
can be found on page 40.
Board Executive Committee (ExCo)
The ExCo comprised Mr Stephen Lee (as Chairman from 1 March 2006), Mr Chew Choon Seng and Mr Fock Siew Wah.
Mr Koh Boon Hwee was Chairman of the Committee until 31 December 2005 when he stepped down from the
Committee. The ExCo is authorised to make decisions on routine and operational matters, including opening of bank
accounts, granting Powers of Attorney, affi xing the Company’s seal on documents, and authorising specifi c offi cers
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.
Board Finance Committee (BFC)
The BFC comprised Mr Fock Siew Wah (Chairman), Mr Charles B Goode, Mr Davinder Singh and Mr Chew Choon Seng.
The BFC is tasked to set directions, policies and guidelines pertaining to certain fi nancial matters of the Company,
including management of surplus funds, liquidity management, fi nancing and fi nancial risk management. The
Committee acts as the approving body for projects relating to these matters. The Committee also reviews share
buy-back procedures.