Singapore Airlines 2016 Annual Report Download - page 66

Corporate
Governance Report
(continued)
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, business, marketing and
management fields. Their profiles are found on pages
18 to 21.
There is a strong independent element in the Board,
with the Board considering, taking into account the
views of the Nominating Committee, seven out of
nine Directors to be independent from Management
and the Company’s substantial shareholder, Temasek
Holdings (Private) Limited (“Temasek”). The two non-
independent Directors are Mr Goh Choon Phong, who
is the Chief Executive Oicer (“CEO”) of the Company,
and Mr Lucien Wong, who is a Director on the board of
Temasek. All Directors have demonstrated objectivity
in their deliberations in the interests of the Company.
Only one Director, Mr Stephen Lee, has served more
than nine years on the Board. 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 the Company,
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 has,
on the recommendation of the Nominating Committee,
continued to consider Mr Lee as an independent non-
executive Director of the Company.
Chairman and Chief Executive Oicer (Principle 3)
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)
A table setting out the Board Members, their
memberships on the five Board Committees and
attendance at Board and Committee meetings can
be found on page 75. The five Board Committees
formed to assist the Board in the execution of its
responsibilities are:
• 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.
Board Executive Committee (“ExCo”)
The members of the ExCo are Mr Stephen Lee
(Chairman), Mr Peter Seah (Deputy 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
Singapore Airlines64
PERFORMANCE