Singapore Airlines 2011 Annual Report Download - page 37

ANNUAL REPORT 2010/2011 035
There is a strong independent element in the Board, with the Board Nominating Committee considering
7 out of 9 directors to be independent from Management and the Company’s substantial shareholder, Temasek
Holdings (Private) Limited (“Temasek”). Mr Stephen Lee is a member of Temasek’s Advisory Panel while Mr
Goh Choon Phong is the Chief Executive Officer (“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 Goh Choon Phong, 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 financial 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 46 to 47.
Board Executive Committee (ExCo)
The members of the ExCo were Mr Stephen Lee (Chairman), Mr Chew Choon Seng (until 31 December 2010),
Mr Goh Choon Phong (from 1 January 2011), 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.