Singapore Airlines 2009 Annual Report Download - page 33

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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 Offi cer
(“CEO”) of the Company. 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.
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 4 meetings in the fi nancial 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 41.
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