Singapore Airlines 2013 Annual Report Download - page 44

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SINGAPORE AIRLINES
CORPORATE GOVERNANCE REPORT
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.
For FY2012-13, the NC had engaged an independent global executive search firm not affiliated to the Company or any of
its Directors, to assist in conducting a formal evaluation of the SIA Board and its Board Committees. The process involved
questionnaires and interviews with Directors. The evaluation confirmed that the SIA Board and its Board Committees were
functioning effectively and performing well, within a highly competitive and challenging environment. The performance of
individual Directors was reviewed by the Chairman and the NC, while the Chairman’s performance was reviewed by the rest
of the Board.
The NC has reviewed the contribution by each Director taking into account their listed company board representations and
other principal commitments. The NC and the Board are of the view that, setting a maximum number of listed company
board representations a Director should have is not meaningful, as the contribution of each Director would depend on their
individual circumstances, including whether they have a full time vocation or other responsibilities. Notwithstanding the
number of listed company board representations and other principal commitments which the Directors held, the NC was of
the view that they were able to devote sufficient time and attention to the affairs of the Company.
The NC’s terms of reference also include the responsibility for reviewing the training and professional development
programmes for the Board.
Board Compensation and Industrial Relations Committee (“BCIRC”)
The BCIRC was chaired by Mr Stephen Lee, and comprised Mr David Gonski (until 31 July 2012), Mr Jackson Tai, Dr Helmut Panke,
Mr Hsieh Tsun-yan (from 1 September 2012) and Mr Gautam Banerjee (from 1 January 2013). All members of the Committee
are non-executive directors.