Singapore Airlines 2011 Annual Report Download - page 38

CORPORATE GOVERNANCE REPORT
For the period 1 April 2010 to 31 March 2011
SINGAPORE AIRLINES
036
Board Audit Committee (AC)
The Board Audit Committee (AC) comprised Ms Euleen Goh (Chairperson), Dr William Fung, 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)”.
Board Safety and Risk Committee (SRC)
The members of the SRC were Mr James Koh (Chairman), Mrs Christina Ong and Dr Helmut Panke.
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 Stephen Lee 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.
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.
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.