Singapore Airlines 2013 Annual Report Download - page 45

043
ANNUAL REPORT 2012/13
Arising from the issuance of the revised Code on 2 May 2012, the Board reviewed the definition and examples of non-
independence of Directors in the revised Code. The Board considered the fact that Mr Lee had shown that since his
appointment on the Board, he had exercised independent business judgment in all matters affecting SIA, with a view to
protect the interests of the Company and all shareholders, not just its majority shareholder, Temasek, despite the fact that
he was a member of Temasek’s Advisory Panel. In addition, although Mr Lee has served on the Board beyond nine years, he
has continued to demonstrate strong independence in character and judgement in the discharge of his responsibilities as a
Director of the Company. Accordingly, the Board has re-designated Mr Lee as an independent non-executive Director of SIA.
The BCIRC reviews and recommends for the Board’s approval the general framework of remuneration for the Board and
Relevant Key Management Personnel2. The BCIRC also recommends the specific remuneration packages for each Director
and Relevant Key Management Personnel and administers the Company’s EVA-based Incentive Plan, Performance Share Plan
and Restricted Share Plan for senior executives. The award of shares to senior executives is based on organisational and
individual performance. Professional advice is sought by the BCIRC, as it deems necessary, in the development and execution
of the remuneration plan for the Company’s senior executives. For FY2012-13, Carrots Consulting Pte Ltd was engaged as a
remuneration consultant to provide professional advice on human resource matters. The principal consultant providing such
services was Mr Johan Grundlingh. Carrots Consulting only provides remuneration consulting services to the Company, and
has no other relationship with the Company.
Leadership development and succession planning in the Company remains a key focus for the BCIRC. The Company has
in place an annual review of high potential executives, to ensure an adequate pipeline for succession planning in key
management positions. Such high potential executives will be given exposure to key jobs in the organisation, as part of their
career development.
The Company continues to put much emphasis in maintaining harmonious industrial relations and the BCIRC plays an
important role in providing appropriate guidance to Management in this regard. The Company’s three unions, namely,
ALPA-S representing the pilots, AESU, representing the Administrative Officers, and SIASU, representing the General Staff
(including Cabin Crew), hold regular meetings with Management and Chairman of BCIRC.
Access to Information (Principle 6)
Directors are provided with Board Papers in advance of each Board Meeting, to enable them to be properly informed of
matters to be discussed and/or approved. Board Papers contain both regular items such as reports on subsidiaries and
associated companies, updates on business development, monthly management accounts, and productivity and performance
indicators, as well as matters for the decision or information of the Board.
Directors have separate and independent access to Senior Management and the Company Secretary at all times. Directors
can seek independent professional advice if required. Such costs will be borne by the Company.
2 Relevant Key Management Personnel are employees holding the rank of Executive Vice President and above. For FY2012-13, they comprise the
CEO and two Executive Vice Presidents.