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Singapore Airlines Annual Report 2007-08
38
CORPORATE GOVERNANCE REPORT
For the period 1 April 2007 to 31 March 2008
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 specific 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 Officer
(Principles 1 to 3)
The Board’s principal functions include charting the Group’s strategic direction, reviewing and approving annual budgets,
financial 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 2008, the Board comprises the following members:
Position held Date of first appointment Date of last re-election Nature of
Name of Director on the Board to the Board as Director Appointment
Stephen Lee Ching Yen Chairman 26 April 2004 31 July 2007 Non-executive/Non-Independent
Chew Choon Seng Director 5 March 2003 31 July 2007 Executive/Non-Independent
Chia Pei-Yuan Director 1 October 2003 31 July 2006 Non-executive/Independent
Euleen Goh Yiu Kiang Director 1 September 2006 31 July 2007 Non-executive/Independent
David Michael Gonski Director 9 May 2006 31 July 2006 Non-executive/Independent
James Koh Cher Siang Director 1 August 2005 31 July 2007 Non-executive/Independent
Sir Brian Pitman Director 26 July 2003 31 July 2007 Non-executive/Independent
Christina Ong Director 1 September 2007 N.A. Non-executive/Independent
Lucien Wong Yuen Kuai Director 1 September 2007 N.A. Non-executive/Independent
Note: Mr Ho Kwon Ping and Mr Davinder Singh retired on 1 August 2007.
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 adequate to provide for a
diversity of views, facilitate effective decision-making, and that the Board has an appropriate balance of executive, independent
and non-independent Directors. The Directors come from diverse backgrounds with varied expertise in finance, legal, industry,
business, labour and management fields. Their profiles are found on pages 47 to 51.
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 Officer (“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 financial institutions in Asia. The Nominating Committee considers Mr Lucien Wong an independent
Director, although the professional fees that his legal firm receives from the SIA Group exceed the S$200,000 threshold stated
in the Code of Corporate Governance. Mr Wong considers the fees received to be an insignificant portion of his firm’s revenue.
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.