Singapore Airlines 2014 Annual Report Download - page 219

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ANNUAL REPORT FY2013/14
Explanatory notes
1. In relation to Ordinary Resolution Nos. 3(a) and 3(b), Mr Stephen Lee Ching Yen will, upon re-election, continue to serve as
Chairman of the Board, Chairman of the Board Executive Committee, Board Compensation and Industrial Relations Committee
and Board Nominating Committee. Dr William Fung Kwok Lun will, upon re-election, continue to serve as a member of the
Board Audit Committee. Mr Lee and Dr Fung are considered independent Directors. Please refer to the sections on Board of
Directors and Corporate Governance in the Annual Report for further details on Mr Lee and Dr Fung, respectively.
2. Ordinary Resolution No. 4, if passed, will facilitate the payment of Directors’ fees during the financial year in which the
fees are incurred, that is, during FY2014/15. Directors’ fees are computed based on the anticipated number of Board and
Committee meetings for FY2014/15, assuming full attendance by all of the non-executive Directors. The amount also
caters for any fee increases and unforeseen circumstances, for example, the appointment of additional Directors, additional
unscheduled Board meetings and/or the formation of additional Board Committees. The amount also includes transport
and travel benefits to be provided to the non-executive Directors. In the event that the amount proposed is insufficient,
approval will be sought at the next Annual General Meeting before payments are made to Directors for the shortfall.
Mr Goh Choon Phong, being the Chief Executive Officer, does not receive any Director’s fees.
3. Ordinary Resolution No. 6, if passed, will empower Directors to issue shares, make or grant instruments convertible into
shares and to issue shares pursuant to such instruments. The number of shares which the Directors may issue under this
Resolution will not exceed 50 per cent of the issued shares (excluding treasury shares) in the capital of the Company,
with a sub-limit of 5 per cent for issues other than on a pro rata basis. The 5 per cent sub-limit for non-pro rata issues
is lower than the 20 per cent sub-limit allowed under the Listing Manual of the Singapore Exchange Securities Trading
Limited. For the purpose of determining the aggregate number of shares which may be issued, the percentage of issued
shares shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at
the time this Ordinary Resolution is passed, after adjusting for (a) new shares arising from the conversion or exercise of
any convertible instruments or share options or vesting of share awards which are outstanding at the time this Ordinary
Resolution is passed and (b) any subsequent bonus issue or consolidation or subdivision of shares. For the avoidance of
doubt, shareholders’ approval will be required for any consolidation or subdivision of shares.
Notes:
1. The Chairman of the Annual General Meeting will be exercising his right under Article 63 of the Articles of Association of the Company to demand
a poll in respect of each of the resolutions to be put to the vote of members at the Annual General Meeting and at any adjournment thereof.
Accordingly, each resolution at the Annual General Meeting will be voted on by way of a poll.
2. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote instead
of him. A proxy need not be a member of the Company.
3. The instrument appointing a proxy or proxies must be deposited at the office of the Company’s Share Registrar, M & C Services Private Limited,
112 Robinson Road #05-01, Singapore 068902 not less than 48 hours before the time fixed for holding the Meeting.
Personal data privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any
adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company
(or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for
the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other
documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents) to comply
with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the
personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such
proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or
representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands,
losses and damages as a result of the member’s breach of warranty.