Singapore Airlines 2006 Annual Report Download - page 40

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Singapore Airlines Annual Report 05/06
CORPORATE GOVERNANCE REPORT
For the period 1 April 2005 to 31 March 2006
The selection of a participant and the number of Shares which he would be awarded under the RSP will be determined
at the absolute discretion of the BCOC, which will take into account criteria such as his rank, job performance,
creativity, innovativeness, entrepreneurship, years of service and potential for future development, his contribution
to the success and development of the Group and, if applicable, the extent of effort and resourcefulness required to
achieve the performance target(s) within the performance period.
Under the RSP and the PSP, the BCOC has the discretion to determine whether the performance condition has been
satisfi ed (whether fully or partially) or exceeded and in making any such determination, the BCOC has the right to
make reference to the audited results of the Company or the Group to take into account such factors as the BCOC may
determine to be relevant, such as changes in accounting methods, taxes and extraordinary events, and further, the right
to amend the performance target(s) if the BCOC decides that a changed performance target would be a fairer measure
of performance.
The aggregate number of Shares which may be issued pursuant to awards granted under the RSP or the PSP, when
added to the number of new shares issued and issuable in respect of all options granted under the Company’s
Employee Share Option Plan, and all awards under the RSP and PSP, shall not exceed 13% of the total number of issued
ordinary shares in the capital of the Company on the day preceding the relevant date of award.
There have been no awards under the RSP or the PSP since the adoption of the RSP and PSP.
Accountability (Principle 10)
The Board, through its announcements of quarterly and full-year results, aims to provide shareholders with a balanced
and understandable assessment of the Company’s performance and prospects. Management provides the Board with
monthly management accounts for the Board’s review.
The Company has clear policies and guidelines for dealings in the securities of the Company by Directors and
employees, which are in conformity with the SGX-ST Best Practices Guide. The Company prohibits selected employees
from trading in its securities for the period of two weeks prior to the announcement of quarterly results; and a period
of one month prior to the announcement of year-end results.
Audit & Risk Committee (Principle 11)
The Audit & Risk Committee (ARC) comprised Mr Ho Kwon Ping (Chairman), Mr Chia Pei-Yuan, Mr Stephen Lee and
Mr James Koh Cher Siang (appointed on 1 September 2005). Mr Ho, Mr Chia and Mr Koh are independent Directors,
while Mr Lee is a non-independent Director. Four meetings were held during the course of the year.
The ARC’s actions in fi nancial year 2005-06, in accordance with its responsibilities and duties under its Charter, included
the following:
(a) Financial Reporting
The ARC reviewed with Management the interim and annual fi nancial statements and fi nancial announcements
required by SGX-ST before endorsing to the Board for approval. The reviews focused on changes in accounting
policies and practices, major judgmental and risk areas, signifi cant adjustments resulting from the audit, the going
concern assumption, compliance with accounting standards, compliance with SGX-ST and other legal
requirements.
(b) External Audit
The ARC discussed with the external auditor the audit plan, and the report on the audit of the year-end fi nancial
statements; reviewed the external auditor’s management letter and Management’s responses thereto; and
reviewed the external auditor’s objectivity and independence from Management and the Company. The
appointment of the external auditor and the audit fee were considered, and recommendations made to the Board
on the selection of the Company’s external auditors.