Singapore Airlines 2012 Annual Report Download - page 42

040 SINGAPORE AIRLINES
Corporate Governance Report
For the period 1 April 2011 to 31 March 2012
There is a strong independent element in the Board, with the Nominating Committee considering seven out of nine 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 programmes and site visits for new Directors, and arranges for Directors to be updated 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 four 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 pages 50 to 51.
Board Executive Committee (ExCo)
The members of the ExCo were Mr Stephen Lee (Chairman), Mr Goh Choon Phong, Ms Euleen Goh, Mr James Koh (until
31 August 2011) and Mr Lucien Wong (from 1 September 2011). 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), Dr William Fung, Mr David Gonski, Mr Lucien Wong
(until 31 August 2011) and Mr Jackson Tai (from 1 September 2011). 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) on pages 47 to 48.