Singapore Airlines 2010 Annual Report Download - page 35

ANNUAL REPORT 2009/10
033
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 Audit Committee (AC)
The Board Audit Committee (AC) comprised Ms Euleen Goh (Chairperson), Mr Chia Pei-Yuan (until 31 July 2009), Dr William
Fung (from 1 December 2009), Mr David 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 (until 30 November 2009), Mrs Christina
Ong (from 1 December 2009), Dr Helmut Panke (from 1 September 2009) and Sir Brian Pitman (until 31 July 2009).
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 Lucien Wong (Chairman), Mr Chia Pei-Yuan (until 31 July 2009),
Mrs Christina Ong and a non-independent member, Mr Stephen Lee (from 1 September 2009). 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.
With regard to the selection of new Directors, the NC evaluates the balance of skills, knowledge and experience on the
Board and, arising from such evaluation determines the role and the desirable competencies for a particular appointment
to enhance the existing Board composition. The NC meets with the short-listed Board candidates to assess their suitability
and availability. The NC then makes recommendations to the Board for approval.
Newly appointed Directors serve an initial term of three years, after which they are considered for re-nomination for
another term(s). Their re-nominations are subject to the recommendations of the Chairman of the Board and the NC.
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 office.
Retiring Directors are selected on the basis of those who have been longest in office since their last re-election, failing
which they shall be selected by agreement or by lot. The CEO is also subject to re-election in accordance with the Articles
of Association of the Company.