Singapore Airlines 2008 Annual Report Download - page 46

Singapore Airlines Annual Report 2007-08
44
CORPORATE GOVERNANCE REPORT
For the period 1 April 2007 to 31 March 2008
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, until 31 July 2007), Mr Chia Pei-Yuan,
Mr David Michael Gonski, Ms Euleen Goh (appointed Chairman on 1 September 2007) and Mr Lucien Wong (appointed
Member on 1 September 2007). All the AC members are independent Directors.
The AC’s activities for financial year 2007-08, in accordance with its responsibilities and duties under its Charter, included the
following:
(a) Financial Reporting
The AC reviewed the interim and annual financial statements and financial 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, significant 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 auditors the audit plan, and the report on the audit of the year-end financial
statements; reviewed the external auditors’ management letter and Management’s responses thereto; and reviewed the
external auditors’ objectivity and independence from Management and the Company. The appointment of the external
auditors 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 findings 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 financial, 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.
(f) Whistle-Blowing
The AC is apprised of all cases of whistle-blowing. Cases that are significant are reviewed by the AC for adequacy and
independence of investigative actions and resolution.
The AC has full access to and co-operation of Management. The AC also has full discretion to invite any Director or executive
officer to attend its meetings, and has been given adequate resources to discharge its functions. During the year, the AC met
with the internal and external auditors without the presence of Management.
The AC has undertaken a review of the fees and expenses paid to the external auditors, including fees paid for non-audit
services during the year, and is of the opinion that the auditors’ independence has not been compromised.