SIA ENGINEERING COMPANY LIMITED 39th AGM
23 July 2021
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SIA ENGINEERING COMPANY LIMITED
(the "Company" or "SIAEC")
(Incorporated in the Republic of Singapore)
(Company Registration No.: 198201025C)
MINUTES OF THE 39TH ANNUAL GENERAL MEETING
HELD BY ELECTRONIC MEANS ON FRIDAY, 23 JULY 2021 AT 11.00 A.M.
Present: | ||
Board of Directors | ||
In attendance: | ||
Mr Tang Kin Fei | : Chairman, Non-Executive Independent Director ("NEID") | |
Chairman, Compensation & HR Committee | ||
Chairman, Executive Committee | ||
Mr Ng Chin Hwee | : | Director and Chief Executive Officer ("CEO") |
Via video conference: | ||
Mr Chew Teck Soon | : Director, Chairman of the Audit Committee, NEID | |
Mrs Christina Ong | : Director, Chairman of the Nominating Committee, NEID | |
Mr Manohar Khiatani | : Director, Chairman of the Board Safety & Risk Committee, NEID | |
Dr Raj Thampuran | : Director, Chairman of the Technology Advisory Committee, NEID | |
Mr Goh Choon Phong | : Director, Non-Executive Director ("NED") | |
Mr Wee Siew Kim | : | Director, NEID |
Mr Mak Swee Wah | : | Director, NED |
Mr Chin Yau Seng | : | Director, NED |
Mrs Quek Bin Hwee | : | Director, NEID |
Shareholders
Via live webcast or audio conference:
As set out in the attendance records maintained by the Company
Management, Company Secretary, Others
In attendance: | ||
Ms Ng Lay Pheng | : Chief Financial Officer ("CFO") | |
Ms Lu Ling Ling | : | Company Secretary |
Via live webcast: | ||
SIAEC Senior Management | ||
Mr Kenny Tan Choon Wah | : | KPMG LLP, Auditors |
39th AGM
23 July 2021
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1 WELCOME ADDRESS
-
A quorum being present, Chairman Mr Tang Kin Fei called the Company's 39th Annual
General Meeting ("AGM") to order at 11.00 a.m. The AGM was convened by electronic means in accordance with relevant regulations. Chairman welcomed all who had joined the AGM by live webcast and audio feed. The Notice of the AGM, which was made available on SGXNet and the Company's website on 1 July 2021, was taken as read. - Voting for all the resolutions tabled at the Meeting was made solely by way of proxy. Proxy forms submitted at least 72 hours before the AGM were checked and found to be in order by the Company's share registrar and Tricor Singapore Pte Ltd, the scrutineers.
- Chairman thanked shareholders who submitted, in advance of the Meeting, questions related to the resolutions tabled. He informed the Meeting that the Company's responses were posted on SGXNet and the Company's website earlier in the morning. Chairman informed shareholders that questions could also be submitted via text on the live webcast portal, and the panel would endeavour to address all online questions received.
- Chairman next introduced CEO and CFO, who were present in person, and his fellow Board members, who were present via video conference. He also introduced the Company Secretary and the Company's auditors. He then invited CEO to deliver his presentation, which was also posted on SGXNet and the Company's website that morning.
2 PRESENTATION BY CEO
-
CEO Mr Ng Chin Hwee began his presentation with an overview of the impact of COVID- 19 on the commercial aviation industry as well as the Company. As borders closed across the world with the surge in COVID-19 infections, air travel fell to a historical low in the early period of FY2020/21. SIAEC's business segments were severely impacted as the flight count fell to as low as only 10% of the pre-COVID-19 period. Consequently, the Company recorded its first lost since its listing on the SGX Mainboard. Mr Ng reported that with the world coming to grips with the COVID-19 pandemic, flights handled by the
Company's Line Maintenance Division increased towards the end of FY2020/21 to 23% of pre-COVID-19 levels. The Company's other business segments are seeing similarly mild recovery. Mr Ng noted that the successful deployment of effective vaccines is a reason for cautious optimism of a firmer recovery ahead. - Mr Ng noted that uncertainty continues to prevail over the pace of recovery with the emergence of more transmissible variants of COVID-19 leading to the return of rising infection and consequently border restriction in many countries. As vaccination rates in Singapore and other parts of the world rise, there is hope that air travel will improve further. Full recovery, however, will not take place soon, and the International Air Transport Association (IATA) is maintaining its projection of full pre-COVID-19 recovery for international travel only in 2023 to 2024. Mr Ng assured shareholders that whilst tough and painful measures were taken to reduce the Company's costs in order to preserve jobs, these measures will be calibrated as the Company monitors the pace of recovery. Mr Ng highlighted that the health and safety of the Company's staff remains a key operational priority as the Company strives to protect its staff from any risk of infection. More than 90% of the Company's staff have been vaccinated and efforts are being taken to encourage the rest to do so.
39th AGM
23 July 2021
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Mr Ng explained that the economic impact caused by the COVID-19 crisis coupled with an uncertain recovery has led to structural changes in the industry, and as a result, the
Company's portfolio of joint ventures ("JVs") had to be reshaped to ensure that the
Group remains relevant and well-positioned for recovery. Mr Ng informed that the Group has also taken the opportunity to strengthen its core capabilities through the formation of a new Engine Services Division and the potential acquisition of the component repair shop in Malaysia currently owned by SR Technics Switzerland AG. With the changes in the portfolio, the Group now has 23 JVs across 7 countries. Mr Ng assured shareholders that as the industry recovers, the Group will continue its efforts to reshape its JV portfolio and strengthen its core capabilities to emerge stronger. - Mr Ng reported that the Company continued with its Transformation efforts with planned investments of over S$40 million in the next 3 years. Lean and digitalisation form the core thrusts of the Company's Phase 2 Transformation journey to drive higher productivity, add value to the Group's customers and improve customer and staff experience. Pilot projects on Lean have yielded good outcomes and Lean will be implemented throughout the Company in FY2021/22. The Company's investment in digital infrastructure to enable data analytics and the rollout of digital products are in progress and measurable benefits should be seen this year.
- Mr Ng assured shareholders that the Company fully embraces the importance of pursuing sustainability practices, not only as a responsible corporate citizen, but also as an integral part of the aviation eco-system. Mr Ng reported that the Company has recently completed the installation of solar photovoltaic systems on the rooftops of its buildings, providing up to 20% of the Company's electrical energy requirements. One of the Company's hangars also achieved the Singapore Building and Construction Authority's "Green Mark Platinum Award" and "Super Low Energy Building" status, and the Company intends to pursue the same for all its remaining hangars. The Company's recycling programme was expanded to cover not only paper but also non-hazardous waste. Mr Ng also informed that the Company has continued to engage with its adopted charities to the extent permitted under the changing social distancing restrictions. Mr Ng said, in conclusion, that sustainability will be given greater focus in the coming years, and shareholders will be duly informed on the Company's progress.
3 ORDINARY BUSINESS
3.1 RESOLUTION 1: TO RECEIVE AND ADOPT THE DIRECTORS' STATEMENT, THE AUDITED FINANCIAL STATEMENTS AND THE AUDITORS' REPORT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2021
- There being no questions from shareholders, Chairman proceeded with the business to be transacted at the Meeting. He highlighted that all the resolutions set out in the Notice of AGM were ordinary resolutions. Each of the resolutions was decided by way of a poll based on votes under valid proxy forms received by the Company.
- Resolution 1 sought shareholders' approval to receive and adopt the Directors' Statement, the Audited Financial Statements and the Auditors' Report, for the financial year ended 31 March 2021.
- Results of the poll vote were as follows:
39th AGM | |||||
23 July 2021 | |||||
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Total number of | For | Against | |||
shares represented | |||||
Number of | % | Number of | % | ||
by votes cast | |||||
Shares | Shares | ||||
896,376,765 | 896,291,165 | 99.99 | 85,600 | 0.01 | |
3.1.4 Based on the results of the poll, Chairman declared Ordinary Resolution 1 carried.
3.2 RESOLUTION 2: TO RE-ELECT DIRECTORS WHO ARE RETIRING BY ROTATION PURSUANT TO ARTICLE 90 OF THE CONSTITUTION OF THE
COMPANY (THE "CONSTITUTION")
3.2.1 Chairman informed that Mr Manohar Khiatani, Mr Chew Teck Soon, Ms Christina Hon Kwee Fong (Mrs Christina Ong) and Mr Ng Chin Hwee were retiring pursuant to Article 90. Mr Khiatani, Mr Chew, Mrs Ong and Mr Ng, being eligible for re-election, offered themselves for re-election, pursuant to Article 91.
3.2.2 Re-election of Mr Manohar Khiatani under Resolution 2.1: Chairman informed that upon re-election,Mr Khiatani, an Independent Director, would continue to serve as the Chairman of the Board Safety & Risk Committee and as a member of the Audit Committee.
3.2.3 Results of the poll vote were as follows:
Total number of | For | Against | ||
shares represented | ||||
Number of | % | Number of | % | |
by votes cast | ||||
Shares | Shares | |||
896,552,165 | 894,358,731 | 99.76 | 2,193,434 | 0.24 |
3.2.4 Chairman declared Ordinary Resolution 2.1 carried.
3.2.5 Re-election of Mr Chew Teck Soon under Resolution 2.2: Chairman informed that
upon re-election, Mr Chew, an Independent Director, would continue to serve as the Chairman of the Audit Committee, and as a member of the Nominating Committee and the Executive Committee.
3.2.6 Results of the poll vote were as follows:
Total number of | For | Against | ||
shares represented | ||||
Number of | % | Number of | % | |
by votes cast | ||||
Shares | Shares | |||
896,552,165 | 895,811,652 | 99.92 | 740,513 | 0.08 |
3.2.7 Chairman declared Ordinary Resolution 2.2 carried.
3.2.8 Re-election of Ms Christina Hon Kwee Fong (Mrs Christina Ong) under Resolution 2.3: Chairman informed that upon re-election,Mrs Christina Ong, an Independent Director, would continue to serve as the Chairman of the Nominating Committee and as a member of the Audit Committee.
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3.2.9 Results of the poll vote were as follows: | ||||||
Total number of | For | Against | ||||
shares represented | ||||||
Number of | % | Number of | % | |||
by votes cast | ||||||
Shares | Shares | |||||
896,552,165 | 896,160,128 | 99.96 | 392,037 | 0.04 | ||
3.2.10 Chairman declared Ordinary Resolution 2.3 carried.
3.2.11 Re-election of Mr Ng Chin Hwee under Resolution 2.4: Chairman informed that
upon re-election, Mr Ng, an Executive and Non-Independent Director, would continue to serve as the Chief Executive Officer and as a member of the Executive Committee. Mr Ng Chin Hwee had abstained from voting on this Resolution.
3.2.12 Results of the poll vote were as follows:
Total number of | For | Against | ||
shares represented | ||||
Number of | % | Number of | % | |
by votes cast | ||||
Shares | Shares | |||
896,552,165 | 896,160,464 | 99.96 | 391,701 | 0.04 |
3.2.13 Chairman declared Ordinary Resolution 2.4 carried.
3.3 RESOLUTION 3: TO RE-ELECT A DIRECTOR WHO IS RETIRING PURSUANT TO ARTICLE 96 OF THE CONSTITUTION
3.3.1 Chairman informed that Mrs Quek Bin Hwee was retiring pursuant to Article 96 of the Constitution and, being eligible, has offered herself for re-election as a Director. Upon re-election, Mrs Quek, an Independent Director, would continue to serve as a member of the Audit Committee.
3.3.2 Results of the poll vote were as follows:
Total number of | For | Against | ||
shares represented | ||||
Number of | % | Number of | % | |
by votes cast | ||||
Shares | Shares | |||
896,552,165 | 896,466,565 | 99.99 | 85,600 | 0.01 |
3.3.3 Chairman declared Ordinary Resolution 3 carried.
3.4 RESOLUTION 4: TO APPROVE THE PAYMENT OF DIRECTORS' FEES FOR THE
FINANCIAL YEAR ENDING 31 MARCH 2022
3.4.1 Chairman informed shareholders that the quantum of fees recommended (up to $1,500,000) had remained unchanged since the last AGM and the fees were for services rendered by the Non-Executive Directors on the Board and on the various Board Committees in the current financial year. Non-Executive Directors do not receive any
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SIA Engineering Company Ltd. published this content on 22 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 August 2021 11:53:01 UTC.
