Singapore Airlines 2010 Annual Report Download - page 36

SINGAPORE AIRLINES
034
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).
Board Compensation and Industrial Relations Committee (BCIRC)
The BCIRC comprised Mr Stephen Lee (Chairman), Mr David Gonski, Mr James Koh, Dr Helmut Panke (from 1 September
2009) and Sir Brian Pitman (until 31 July 2009). All members of the Committee are non-executive directors. Although Mr
Stephen Lee is not considered independent under the Code of Corporate Governance, by virtue of his position as a member
of the Temasek Advisory Panel, the Board Nominating Committee is of the view that Mr Lee, being a non-executive
Chairman, is able to discern independently and detach himself from the Management in deciding on remuneration issues.
The BCIRC has been delegated the authority by the Board to review and approve recommendations on remuneration
policies and packages for key executives, and administer the Company’s EVA-based Incentive Plan, Performance Share
Plan and Restricted Share Plan for key senior executives and the Company’s Employee Share Option Plan. The award
of shares to senior executives is based on organizational and individual performance. In developing, administering and
maintaining the reward programmes, the BCIRC has access to professional advice from external advisors as and when it
deems necessary.
The BCIRC also pays attention to leadership development and succession planning in the Company. Notwithstanding the
business downturn, it ensures that the Company and Management continue to pay attention to nurturing talented staff,
which will form the bench-strength for leadership succession.
The BCIRC also has oversight of industrial relations in the Company. In the recent business downturn, the Committee
helped provide guidance for the adoption of proactive staff measures, calibrated in accordance to the reduced business
demand. The Company’s three unions supported the various staff measures, such as voluntary and compulsory leave,
and wage cuts. Retrenchments were avoided, as the Company was able to respond swiftly to the business downturn by
reducing staff costs. Looking ahead, the Committee seeks to ensure that Management, staff and unions continue to adopt
this flexible and proactive approach towards potentially volatile business cycles.
Access to Information (Principle 6)
The Directors are provided with Board Papers in advance before each Board Meeting, to enable them to be properly informed
of matters to be discussed and/or approved. Board Papers contain both regular items such as reports on its subsidiaries
and associated companies, updates on business development, monthly management accounts, and productivity and
performance indicators, as well as matters for the decision or information of the Board.
Directors have separate and independent access to Senior Management and the Company Secretary at all times. Directors
can seek independent professional advice if required. Such costs will be borne by the Company.
corporate governance report
For the period 1 April 2009 to 31 March 2010