Singapore Airlines 2007 Annual Report Download - page 38

Singapore Airlines 36 Annual Report 2006-07
Board Membership and Performance (Principles 4 and 5)
In 2006, the Board consolidated its various Board Committees into 5 Committees to assist the Board in the execution of
its responsibilities, namely:
• the Board Executive Committee
• the Board Audit Committee
• the Board Compensation and Industrial Relations Committee
• the Board Nominating Committee and
• the Board Safety and Risk Committee
These Committees have written mandates and operating procedures, which are reviewed periodically.
The Board met 4 times in the fi nancial year. The meetings included reviews of Management’s performance in meeting
goals and objectives. The Board holds separate Strategy Sessions to assist Management in developing its plans and
strategies for the future. The non-executive Directors also set aside time to meet without the presence of Management.
A table setting out the Board Members, their memberships on the various Board Committees and attendance at Board
and Committee meetings can be found on page 42.
Board Executive Committee (ExCo)
The ExCo comprised Mr Stephen Lee (Chairman), Mr Chew Choon Seng, Mr James Koh (appointed on 14 August 2006 in
place of Mr Davinder Singh, who served until 13 August 2006), Ms Euleen Goh (appointed on 1 September 2006),
Mr Charles B Goode (until 31 July 2006) and Mr Fock Siew Wah (until 31 July 2006).
The ExCo oversees the execution by Management of the overall strategy, policies, directions and guidelines set by the
Board for the SIA Group. The Exco also reviews and makes recommendations to the Board on the annual operating
and capital budgets and matters relating to the Group’s wholly-owned subsidiaries. The ExCo is authorised to approve
transactions beyond a designated materiality threshold, 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.
In August 2006, the ExCo assumed the functions of the previous Board Finance Committee, namely, 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 ExCo also acts as the approving body for projects
relating to these matters. In addition, the ExCo also reviews share buy back procedures and functions as the Company’s
Share Buy Back Committee.
Board Safety and Risk Committee (SRC)
The SRC comprised Mr James Koh (Chairman), Sir Brian Pitman and Mr Davinder Singh (appointed on 14 August
2006 in place of Mr Chia Pei-Yuan, who served until 13 August 2006). The functions of the SRC include ensuring that
systems and programmes in the Group comply with regulatory requirements and accord with the best practices of the
aviation industry; reviewing regular reports on safety performances; reviewing accident investigation fi ndings and
recommendations; and advising Management and reporting to the Board on safety issues.
The SRC also reviews with Management the effectiveness of the Group’s operational controls and oversees the risk
management reviews and reports surfaced by the Group and Company Risk Management Committees.
Board Nominating Committee (NC)
The NC comprised 3 independent Directors, namely, Mr Davinder Singh (Chairman), Mr Ho Kwon Ping, Mr Chia Pei-Yuan
(appointed on 14 August 2006) and Mr Charles B Goode (until 31 July 2006). Mr Singh is not associated with a substantial
shareholder.
CORPORATE GOVERNANCE REPORT
For the period 1 April 2006 to 31 March 2007