Singapore Airlines 2007 Annual Report Download - page 42

Singapore Airlines 40 Annual Report 2006-07
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. The BCIRC has the discretion to review and amend
performance conditions and target(s) where it feels appropriate and as relevant to the business conditions.
The total aggregate number of Shares which may be issued pursuant to awards granted under the PSP or the RSP, 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 PSP and RSP, 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.
Details of the Company’s PSP, RSP and ESOP can be found on pages 66 to 69 of the Report by the Board of Directors.
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 securities by Directors and employees, as recommended by
the SGX-ST’s Best Practices Guide. The Company imposes a trading embargo on its Directors and 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. In addition, Directors and employees are cautioned to observe the insider
trading laws at all times.
Board Audit Committee (Principle 11)
The Board Audit Committee (AC) comprised Mr Ho Kwon Ping (Chairman), Mr Chia Pei-Yuan, Mr David Michael Gonski
(appointed on 14 August 2006 to replace Mr James Koh, who served until 13 August 2006), Ms Euleen Goh (appointed
on 1 September 2006) and Mr Stephen Lee (until 18 April 2006). All the current AC members are independent Directors.
The AC’s activities for fi nancial year 2006-07, in accordance with its responsibilities and duties under its Charter, included
the following:
(a) Financial Reporting
The AC reviewed the interim and annual fi nancial statements and fi nancial announcements required by SGX-ST for
recommendation to the Board for approval. The review 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 AC 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.
(c) Internal Audit
The AC reviewed the scope of internal audit work and its audit programmes; reviewed the major fi ndings during the
year and Management’s responses thereto; and ensured the adequacy of the internal audit function.
(d) Risk Management
The AC reviewed the effectiveness of the Company’s material controls, including fi nancial, compliance and risk
management controls, to safeguard shareholders’ investments and the Company’s assets.
(e) Interested Person Transactions
The AC reviewed interested person transactions to ensure compliance with the SGX-ST Listing Manual and the
Shareholders’ Mandate obtained at the last Annual General Meeting.
CORPORATE GOVERNANCE REPORT
For the period 1 April 2006 to 31 March 2007