Singapore Airlines 2009 Annual Report Download - page 34

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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
fi nancial and operational matters. The ExCo also functions as the Share Buy Back Committee of the Company.
Board Audit Committee (AC)
The Board Audit Committee (AC) comprised Ms Euleen Goh (Chairperson), Mr Chia Pei-Yuan, Mr David Michael
Gonski and Mr Lucien Wong. All the AC members are independent Directors. The role and responsibilities of the
AC are described in the section on “Board Audit Committee Activities (Principle 11)” below.
Board Safety and Risk Committee (SRC)
The members of the SRC were Mr James Koh (Chairman), Mr Stephen Lee and Sir Brian Pitman. 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 fi ndings 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 Lucien Wong (Chairman), Mr Chia Pei-Yuan, and Mrs
Christina Ong. Mr Wong is not associated with a substantial shareholder.
The NC’s functions include considering and making recommendations to the Board concerning the appointment
and re-election of Directors, and determining the independence of the Directors. The NC’s recommendations are
based on a review of the range of expertise, skills and attributes of current Board members and the needs of
the Board, taking into account the Company’s future business direction, the tenure of service, contribution and
commitment of each Board member. Board rejuvenation is a guiding principle in determining the need for new
appointees to the Board. Reviews of Board performance are undertaken on an informal basis.
The Company’s Articles of Association provide that one-third of the Directors for the time being, or, if their
number is not three or a multiple of three, then the number nearest to but not less than one-third are required
to retire from offi ce. Retiring Directors are selected on the basis of those who have been longest in offi ce since
their last re-election, failing which they shall be selected by agreement or by lot. New Directors appointed in the
year are subject to retirement and re-election by shareholders at the next Annual General Meeting after their
appointment. All new appointments and re-elections require the approval of the Special Member, the Minister
for Finance (Incorporated).
CORPORATE GOVERNANCE REPORT
For the period 1 April 2008 to 31 March 2009
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