Singapore Airlines 2015 Annual Report Download - page 66

Corporate
Governance Report
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 page 73.
Board Executive Committee (“ExCo”)
The members of the ExCo are Mr Stephen Lee (Chairman),
Mr Goh Choon Phong, Mr Gautam Banerjee and Mr Lucien
Wong. 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 Mr Gautam Banerjee (Chairman), Dr William
Fung, Mr Hsieh Tsun-yan and Mr Jackson Tai (until 30 July
2014). 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 70 to 71.
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 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, aer 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 oice and are eligible
for re-election. Retiring Directors are selected on the basis
of those who have been longest in oice since their last re-
election, failing which they shall be selected by agreement. 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 aer their
appointment. All new appointments and re-elections require
the approval of the Special Member, the Minister for Finance.
For FY2014/15, the NC had engaged an independent global
executive search firm not ailiated 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 eectively 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
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