Singapore Airlines 2015 Annual Report Download - page 65

Corporate
Governance Report
The Board and Management are committed to continually
enhancing shareholder value by maintaining high standards
of corporate governance, professionalism, integrity and
commitment at all levels, underpinned by strong internal
controls and risk management systems.
This Report sets out the Company’s corporate governance
processes, with specific reference to the guidelines of the
revised Code of Corporate Governance issued by the Ministry of
Finance in Singapore in May 2012 (“the Code”).
The Board’s Conduct of Aairs, Board Composition
and Guidance, Chairman and Chief Executive Oicer
(Principles 1 to 3)
The Board’s principal functions include charting the Group’s
strategic direction, reviewing and approving annual budgets,
financial plans and monitoring the Group’s performance;
approving major acquisitions and fund-raising exercises; and
ensuring the Group’s compliance with all laws and regulations
as may be relevant to the business.
The Board currently comprises eight Directors. The size and
composition of the Board are reviewed from time to time,
taking into account the scope and nature of operations of the
Company, to ensure that the size of the Board is adequate to
provide for a diversity of views, facilitate eective decision-
making, and that the Board has an appropriate balance of
executive, independent and non-independent Directors.
The Directors come from diverse backgrounds with varied
expertise in finance, legal, industry, business, marketing and
management fields. Their profiles are found on pages 16 to 19.
There is a strong independent element in the Board, with the
Nominating Committee considering six out of eight Directors
to be independent from Management and the Company’s
substantial shareholder, Temasek Holdings (Private) Limited
(“Temasek”). Mr Goh Choon Phong is the Chief Executive Oicer
(“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 currently comprises the following members:
Name of Director
Position held
on the Board
Date of first appointment
to the Board
Date of last re-election
as Director Nature of Appointment
Stephen Lee Ching Yen Chairman 26 April 2004 30 July 2014 Non-executive/Independent
Goh Choon Phong Director 1 October 2010 26 July 2013 Executive/Non-Independent
Gautam Banerjee Director 1 January 2013 26 July 2013 Non-executive/Independent
William Fung Kwok Lun Director 1 December 2009 30 July 2014 Non-executive/Independent
Hsieh Tsun-yan Director 1 September 2012 26 July 2013 Non-executive/Independent
Christina Ong Director 1 September 2007 26 July 2012 Non-executive/Independent
Helmut Gunter Wilhelm Panke Director 1 September 2009 26 July 2012 Non-executive/Independent
Lucien Wong Yuen Kuai Director 1 September 2007 26 July 2013 Non-executive/Non-Independent
Note: Mr Jackson Peter Tai retired on 31 July 2014
Singapore Airlines | Annual Report FY2014/15 | 63