Singapore Airlines 2014 Annual Report Download - page 50

CORPORATE GOVERNANCE REPORT
Mr Goh Choon Phong is the Chief Executive Officer (“CEO”) of the Company while Mr Lucien Wong is a Director on the board of
Temasek. 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 and industry developments, 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 60 to 61.
Board Executive Committee (“ExCo”)
The members of the ExCo are Mr Stephen Lee (Chairman), Mr Goh Choon Phong, Ms Euleen Goh (until 26 July 2013), Mr Lucien Wong
and Mr Gautam Banerjee (from 27 July 2013). 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, operational and
administrative matters. The ExCo also functions as the Share Buy Back Committee of the Company.
Board Audit Committee (“AC”)
The AC comprised Ms Euleen Goh (Chairperson until 26 July 2013), Mr Gautam Banerjee, Dr William Fung, Mr Hsieh Tsun-yan and Mr
Jackson Tai. Mr Banerjee replaced Ms Goh as AC Chairman with effect from 27 July 2013. All the AC members are independent Directors.
The role and responsibilities of the AC are described in the section on “Audit Committee” (Principle 12) as shown on pages 57 to 58.
Board Safety and Risk Committee (“BSRC”)
The members of the BSRC are Dr Helmut Panke (Chairman), Mrs Christina Ong and Mr Lucien Wong. The functions of the BSRC include
ensuring that systems and programmes in the Group comply with regulatory requirements and accord with the best practices of the
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