Singapore Airlines 2014 Annual Report Download - page 51

aviation industry; reviewing regular reports on safety performances; reviewing accident investigation findings and recommendations;
and advising Management and reporting to the Board on safety issues.
The BSRC also oversees the risk governance framework and risk management system, including reviewing key risks and controls put
in place by Management.
Board Nominating Committee (“NC”)
The members of the NC are Mr Stephen Lee (Chairman), Mrs Christina Ong and Mr Lucien Wong.
The NC’s functions include considering and making recommendations to the Board concerning the appointment and re-election
of Directors, and determining the independence of the Directors. The NC’s recommendations are based on a review of the range
of expertise, skills and attributes of current Board members and the needs of the Board, taking into account the Company’s future
business direction, the tenure of service, contribution and commitment of each Board member. Board rejuvenation is a guiding
principle in determining the need for new appointees to the Board.
With regard to the selection of new Directors, the NC evaluates the balance of skills, knowledge and experience on the Board and,
arising from such evaluation, determines the role and the desirable competencies for a particular appointment to enhance the existing
Board composition. The NC meets with the short-listed Board candidates to assess their suitability and availability. The NC then makes
recommendations to the Board for approval.
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 at each Annual General Meeting (“AGM”) of the Company, 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 and are eligible for re-election. 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 retirement and 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 AGM after their appointment.
All new appointments and re-elections require the approval of the Special Member, the Minister for Finance.
For FY2013/14, the NC had engaged an independent global executive search firm not affiliated to the Company or any of its Directors,
to assist them in conducting a formal evaluation of the SIA Board and its Board Committees. The process involved questionnaires which
provided opportunities for feedback from the Directors. The evaluation confirmed that the SIA Board and its Board Committees were
generally 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. For FY2013/14 Board members attended briefings on the challenges facing the airline industry, as well as other related
topics conducted by global airline industry leaders and experts.
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ANNUAL REPORT FY2013/14