Singapore Airlines 2006 Annual Report Download - page 37

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35
Singapore Airlines Annual Report 05/06
CORPORATE GOVERNANCE REPORT
For the period 1 April 2005 to 31 March 2006
Safety and Reliability Committee (SRC)
The SRC comprised Mr Ho Kwon Ping and Mr James Koh Cher Siang (appointed on 1 September 2005). Mr Koh
Boon Hwee was Chairman of the Committee until 31 December 2005 when he stepped down from the Committee.
The functions of the SRC include ensuring that systems and programmes in the Company comply with regulatory
requirements and accord with the best practices of the aviation industry; reviewing regular reports on safety and
reliability performances; reviewing accident investigation fi ndings and recommendations; and advising Management
and reporting to the Board on safety and reliability issues.
Board Labour Relations Committee (BLRC)
The BLRC comprised Mr Stephen Lee (Chairman) and Mr Chew Choon Seng. Mr Koh Boon Hwee was a member of the
Committee until 31 December 2005 when he stepped down from the Committee.
The functions of the BLRC include improving and enhancing the working relationship with the company’s employee
unions; increasing labour fl exibility 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 (NC)’s functions include considering and making recommendations to the Board
concerning the appointment and re-appointment of Directors, and determining the independence of the Directors.
The NC comprised 3 independent Directors, namely, Mr Davinder Singh (Chairman), Mr Charles B Goode and Mr Ho
Kwon Ping (appointed on 1 September 2005).
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
offi ce. Retiring Directors are selected on the basis of those who have been longest in offi ce 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 may be 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 the Company Secretary has
been defi ned 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
(SGX-ST)’s 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 specifi ed in the SGX-ST Listing Manual, and 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, 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. 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 comprised Mr Fock Siew Wah, Sir Brian Pitman and Mr Stephen Lee. Mr Koh
Boon Hwee was Chairman of the Committee until 31 December 2005 when he stepped down from the Committee.
All members of the Committee are non-executive directors.