Singapore Airlines 2016 Annual Report Download - page 67

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, and Mr Hsieh Tsun-yan. 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
72 to 73.
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 FY2015/16, 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
Annual Report FY2015/16 65