Singapore Airlines 2015 Annual Report Download - page 67

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 suicient time and attention to
the aairs 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 FY2014/15 Board members
attended briefings on regulatory and governance matters, the
challenges facing the airline industry, as well as other related
topics conducted by global airline industry leaders and experts.
Board Compensation and Industrial Relations Committee
(“BCIRC”)
The BCIRC was chaired by Mr Stephen Lee, and comprised
Mr Gautam Banerjee, Mr Hsieh Tsun-yan, Dr Helmut Panke
and Mr Jackson Tai (until 30 July 2014). All members of the
Committee are non-executive Directors.
With reference to the guidelines of the Code, the Board
considered the fact that Mr Lee had shown that since his
appointment on the Board, he had exercised independent
business judgement in all matters aecting SIA, with a view
to protect the interests of the Company and all shareholders.
Although Mr Lee has served on the Board beyond nine years,
he has continued to demonstrate strong independence
in character and judgement in the discharge of his
responsibilities as a Director of the Company. Accordingly,
the Board continues to consider Mr Lee as an independent
non-executive Director of SIA.
The BCIRC reviews and recommends for the Board’s approval
the general framework of remuneration for the Board and
Relevant Key Management Personnel1. The BCIRC also
recommends the specific remuneration packages for each
Director and Relevant Key Management Personnel and
administers the Company’s Profit Sharing Bonus, EVA-based
Incentive Plan, Enhanced Strategic Incentive Plan, Performance
Share Plan and Restricted Share Plan for senior executives. The
award of shares to senior executives is based on organisational
and individual performance. Professional advice is sought
by the BCIRC, as it deems necessary, in the development and
execution of the remuneration plan for the Company’s senior
executives. For FY2014/15, Carrots Consulting Pte Ltd was
engaged as a remuneration consultant to provide professional
advice on human resource matters. The principal consultant
providing such services was Mr Johan Grundlingh. Carrots
Consulting only provides remuneration consulting services to
the Company, and has no other relationship with the Company.
Leadership development and succession planning in the
Company remains a key focus for the BCIRC. The Company
has in place an annual review of high potential executives, to
ensure an adequate pipeline for succession planning in key
management positions. Such high potential executives will be
given exposure to key jobs in the organisation, as part of their
career development.
The Company continues to put much emphasis in maintaining
harmonious industrial relations and the BCIRC plays
an important role in providing appropriate guidance to
Management in this regard. The Company’s three unions,
namely, ALPA-S representing the pilots, AESU, representing the
Administrative Oicers, and SIASU, representing the General
Sta (including Cabin Crew), hold regular meetings with
Management and Chairman of BCIRC.
Access to Information (Principle 6)
The Directors are provided with Board Papers in advance before
each Board Meeting, to enable them to be properly informed
of matters to be discussed and/or approved. Board Papers
contain both regular items such as reports on the Company
and its subsidiaries and associated companies, updates on
business development, monthly management accounts, and
productivity and performance indicators, as well as matters for
the decision or information of the Board.
Directors have separate and independent access to Senior
Management and the Company Secretary at all times. Directors
can seek independent professional advice if required. Such
costs will be borne by the Company.
Remuneration Matters (Principles 7, 8 and 9)
Remuneration Mix
SIA’s remuneration mix for Senior Management comprises
fixed and variable components. Variable components comprise
short- and long-term incentives, which are dependent
on Group, Company and individual performance. The
remuneration mix aims to provide a good balance between
competitiveness with the market, as well as rewards for short-
and long-term objectives.
1 Relevant Key Management Personnel are employees holding the rank of Executive Vice President and above. For FY2014/15, they comprised the CEO and
two Executive Vice Presidents.
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