Singapore Airlines 2011 Annual Report Download - page 205

ANNUAL REPORT 2010/2011 203
NOTICE OF ANNUAL GENERAL MEETING
Explanatory notes
1. In relation to Ordinary Resolution Nos. 3(a), 3(b) and 3(c), Mr Stephen Lee Ching Yen will, upon re-election,
continue to serve as Chairman of the Board, Chairman of the Board Executive Committee and the Board
Compensation and Industrial Relations Committee, and a member of the Board Nominating Committee.
Ms Euleen Goh Yiu Kiang will, upon re-election, continue to serve as Chairman of the Board Audit
Committee and a member of the Board Executive Committee. Mr Lucien Wong Yuen Kuai will, upon
re-election, continue to serve as Chairman of the Board Nominating Committee and a member of the Board
Audit Committee. 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. Ms Goh and Mr Wong
are considered independent Directors. Please refer to the sections on Board of Directors and Corporate
Governance in the Annual Report for further details on Mr Lee, Ms Goh and Mr Wong, respectively.
2. In relation to Ordinary Resolution No. 4, Article 89 of the Company’s Articles of Association permits the
Directors to appoint any person approved in writing by the Special Member to be a Director, either to
fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold
office only until the next following Annual General Meeting, and shall then be eligible for re-election.
Mr Goh Choon Phong was appointed on 1 October 2010 and is seeking re-election at the forthcoming
Thirty-Ninth Annual General Meeting. Mr Goh will, upon re-election, continue to serve as a member of the
Board Executive Committee. Mr Goh, being the Chief Executive Officer, is considered a non independent
Director. Please refer to the sections on Board of Directors and Corporate Governance in the Annual Report
for further details on Mr Goh.
3. Ordinary Resolution No. 5, if passed, will facilitate the payment of Directors’ fees during the financial year
in which the fees are incurred, that is, during Financial Year 2011-12. Directors’ fees are computed based
on the anticipated number of Board and Committee meetings for Financial Year 2011-12, assuming full
attendance by all of the current eight non-executive Directors, at the fee rates shown in the Annual Report.
The amount also caters for unforeseen circumstances, for example, the appointment of additional Directors,
additional unscheduled Board meetings and/or the formation of additional Board Committees. In the event
that the amount proposed is insufficient, approval will be sought at the next Annual General Meeting before
payments are made to Directors for the shortfall. Mr Goh Choon Phong, being the Chief Executive Officer,
does not receive any Director’s fees.
4. Ordinary Resolution No. 7.1, if passed, will empower Directors to issue shares, make or grant instruments
convertible into shares and to issue shares pursuant to such instruments. The number of shares which
the Directors may issue under this Resolution will not exceed 50 per cent of the issued shares (excluding
treasury shares) in the capital of the Company, with a sub-limit of 5 per cent for issues other than on a
pro rata basis. The 5 per cent sub-limit for non-pro rata issues is lower than the 20 per cent sub-limit
allowed under the Listing Manual of the Singapore Exchange Securities Trading Limited. For the purpose
of determining the aggregate number of shares which may be issued, the percentage of issued shares
shall be based on the total number of issued shares (excluding treasury shares) in the capital of the
Company at the time this Ordinary Resolution is passed, after adjusting for (a) new shares arising from the
conversion or exercise of any convertible instruments or share options or vesting of share awards which
are outstanding at the time this Ordinary Resolution is passed and (b) any subsequent bonus issue or
consolidation or subdivision of shares. For the avoidance of doubt, shareholders’ approval will be required
for any consolidation or subdivision of shares.