Singapore Airlines 2007 Annual Report Download - page 37

Singapore Airlines 35 Annual Report 2006-07
The Board and Management are committed to continually enhancing shareholder value by maintaining high standards
of corporate governance, professionalism, integrity and commitment at all levels, underpinned by strong internal controls
and risk management systems.
This Report sets out the Company’s corporate governance processes, with specifi c reference to the guidelines of the
enhanced Code of Corporate Governance issued by the Ministry of Finance in Singapore in July 2005 (“the Code”).
The Board’s Conduct of Affairs, Board Composition and Guidance, Chairman and Chief Executive Offi cer
(Principles 1 to 3)
The Board’s principal functions include charting the Group’s strategic direction, 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 2007, the Board comprises the following members:
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Name of Director Position held Date of fi rst appointment Date of last re-election Nature of
on the Board to the Board as Director Appointment
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Stephen Lee Ching Yen Chairman 26 April 2004 29 July 2004 Non-executive/Non-Independent
Chew Choon Seng Director 5 March 2003 28 July 2005 Executive/Non-Independent
Chia Pei-Yuan Director 1 October 2003 31 July 2006 Non-executive/Independent
Euleen Goh Yiu Kiang Director 1 September 2006 N.A. Non-executive/Independent
David Michael Gonski Director 9 May 2006 31 July 2006 Non-executive/Independent
Ho Kwon Ping Director 15 July 2000 31 July 2006 Non-executive/Independent
James Koh Cher Siang Director 1 August 2005 31 July 2006 Non-executive/Independent
Sir Brian Pitman Director 26 July 2003 31 July 2006 Non-executive/Independent
Davinder Singh Director 15 July 2000 31 July 2006 Non-executive/Independent
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Note: Mr Charles B Goode and Mr Fock Siew Wah stepped down after the last AGM on 31 July 2006.
The Board currently comprises 9 Directors. The size and composition of the Board are reviewed from time to time, taking
into account the scope and nature of operations of the Company, to ensure that the size of the Board is appropriate
to facilitate effective decision-making, and that the Board has an appropriate balance of independent Directors.
The Directors come from diverse backgrounds with varied expertise in fi nance, legal, industry, business, labour and
management fi elds. Their profi les are found on pages 6 to 7 of this Report.
There is a strong independent element in the Board, with the Nominating Committee considering 7 out of 9 directors to
be independent. Mr Stephen Lee is a member 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 (“CEO”) of the Company.
Although Mr Chia Pei-Yuan is a Senior Advisor to Temasek, the Nominating Committee considers him to be independent,
as he advises Temasek only on matters concerning fi nancial institutions in Asia. All Directors have demonstrated
objectivity in their deliberations in the interests of the Company.
Management briefs new Directors on the Company’s business and strategic directions, as well as governance practices.
The Company conducts orientation and training programmes for new Directors, and updates Directors on new laws and
regulations, as well as changing commercial risks, as deemed appropriate. Formal letters are issued to newly-appointed
Directors upon their appointment, including details of their duties and obligations as Directors.
The Chairman, Mr Stephen Lee and the CEO, Mr Chew Choon Seng, are not related to each other. There is appropriate
division of responsibilities between the Chairman and the CEO, which ensures a balance of power and authority within
the Company. The Chairman leads the Board and is responsible for its workings and proceedings, while the CEO is
responsible for implementing the Company’s business strategies and policies, and the conduct of its business.
CORPORATE GOVERNANCE REPORT
For the period 1 April 2006 to 31 March 2007