Singapore Airlines 2008 Annual Report Download - page 41

Singapore Airlines Annual Report 2007-08
39
CORPORATE GOVERNANCE REPORT
For the period 1 April 2007 to 31 March 2008
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. He plays a crucial role in fostering
constructive dialogue with shareholders at the Company’s Annual and Extraordinary General Meetings. The CEO heads the
Management Committee and oversees the execution of the Company’s corporate and business strategies and policies, and the
conduct of its business.
Board Membership and Performance (Principles 4 and 5)
Five Board Committees have been formed 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 held 6 meetings in the financial year. 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 to review the latter’s performance in meeting goals and objectives. 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 46.
Board Executive Committee (ExCo)
The members of the ExCo were Mr Stephen Lee (Chairman), Mr Chew Choon Seng, Ms Euleen Goh and Mr James Koh. 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 and to make decisions on routine financial and operational matters. The ExCo also functions as the Share
Buy Back Committee of the Company.
Board Safety and Risk Committee (SRC)
The members of the SRC were Mr James Koh (Chairman), Sir Brian Pitman, Mr Davinder Singh (Member, until 31 July 2007)
and Mr Stephen Lee (appointed Member on 1 September 2007). 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 findings 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 independent Directors, namely, Mr Davinder Singh (Chairman, until 31 July 2007), Mr Ho Kwon Ping
(Member, until 31 July 2007), Mr Chia Pei-Yuan, Mr Lucien Wong (appointed Chairman on 1 September 2007) and Mrs
Christina Ong (appointed Member on 1 September 2007). Mr Wong is not associated with a substantial shareholder.