FY13 Tigerair Annual Report

1 corporate information

2 operational and nancial highlights

3 chairmans statement

5 review of operating and nancial performance

10 board of directors

16 senior management

18 nancial contents (including corporate governance)

94 interested person transactions

95 material contracts

96 use of proceeds

97 shareholders information

99 disclosure note

100 notice of annual general meeting

proxy form

contents

1 tiger airways holdings limited annual report 2013 nancial year ended 31 march 2013

corporate information

remuneration committeeMr. Hsieh Fu Hua (Chairman)

Mr. de Vaz Don Emmanuel Maurice Rosairo

Ms. Rachel Eng Yaag Ngee

Mr. Joseph Yuvaraj Pillay

Mr. Yap Chee Keong

risk management committeeMr. Joseph Yuvaraj Pillay (Chairman)

Mr. Hsieh Fu Hua

Mr. Lang Tao Yih Arthur

Mr. Poad Bin Shaik Abu Bakar Mattar

Capt. Gerard Yeap Beng Hock

company secretaryMs. Joyce Fong

registered office17 Changi Business Park Central 1#04-06/09 Honeywell BuildingSingapore 486073Telephone number: +65 6422 2200Facsimile number: +65 6422 2310

bankersAustralia and New Zealand Banking Group Limited

DBS Bank Ltd

Standard Chartered Bank

United Overseas Bank Limited

Westpac Banking Corporation

share registrar and share transfer officeBoardroom Corporate & Advisory Services Pte. Ltd.50 Raffles Place#32-01 Singapore Land TowerSingapore 048623Telephone number: +65 6536 5355Facsimile number: +65 6536 1360

auditorsErnst & Young LLPPublic Accountants and Certified Public AccountantsOne Raffles QuayNorth Tower, Level 18Singapore 048583

Audit Partner-In-Charge: Low Bek Teng Date of appointment: Appointed since financial year ended 31 March 2011

board of directorsMr. Joseph Yuvaraj PillayIndependent Director and Chairman

Mr. Koay Peng Yen Executive Director and Group Chief Executive Officer

Mr. de Vaz Don Emmanuel Maurice RosairoIndependent Director

Ms. Rachel Eng Yaag NgeeIndependent Director

Mr. Hsieh Fu HuaIndependent Director

Mr. Lang Tao Yih ArthurIndependent Director

Mr. Lee Chong Kwee Independent Director

Mr. Poad Bin Shaik Abu Bakar MattarIndependent Director

Mr. Yap Chee KeongIndependent Director

Capt. Gerard Yeap Beng HockNon-Independent Director

audit committeeMr. Poad Bin Shaik Abu Bakar Mattar (Chairman)


Mr. Lee Chong Kwee

Mr. Yap Chee Keong

executive committeeMr. Joseph Yuvaraj Pillay (Chairman)


Mr. Hsieh Fu Hua

Mr. Koay Peng Yen

Mr. Lee Chong Kwee

nominating committeeMr. Hsieh Fu Hua (Chairman)


Ms. Rachel Eng Yaag Ngee

Mr. Joseph Yuvaraj Pillay

Mr. Yap Chee Keong

operational and nancial highlights


operational highlights FY13 FY12 % change

Passengers booked (thousands)(1) 6,848 5,465 25.3Revenue passenger-kilometres, RPK (millions)(2) 10,827 8,494 27.5Available seat-kilometres, ASK (millions)(3) 12,907 10,447 23.5Passenger load factor, RPK/ASK (%) 83.9 81.3 2.6 pptBreakeven load factor (%) 84.8 93.4 (8.6) pptRevenue per RPK (cents) 7.85 7.19 9.2Cost per ASK (cents) 6.65 6.72 (0.9)

Average number of aircraft(4) 30 28 6.7Number of sectors flown 45,694 37,212 22.8Average sector length flown (kilometres)(5) 1,569 1,558 0.7Aircraft utilisation (block hours per aircraft per day) 10.8 9.0 19.4

financial highlights FY13 FY12 % change

Income Statement ($ million)Total revenue 866 618 40.1Total expenses 859 702 22.4Operating profit/(loss) 7 (83) NMProfit/(Loss) after tax (45) (104) 56.5

Earnings/(Loss) per share (cents)Basic(6) (5.53) (14.94) 63.0Diluted(7) (5.53) (14.94) 63.0

Key Financial RatiosOperating profit/(loss) margin (%)(8) 0.8 (13.5) 14.3 pptReturn on average equity (%)(9) (20.3) (47.1) 26.8 pptNet debt/average equity(10) 1.8 1.9 (7.0)

Statement of Financial Position ($ million) as at 31-Mar-13 as at 31-Mar-12Total assets 1,049 1,072 (2.2)Total equity 199 249 (20.1)Cash 117 161 (27.1)Debt 514 584 (11.9)

"NM" refers to Not Meaningful

Group refers to Tiger Airways Holdings (the "Company") and its subsidiaries, including Tiger Airways Singapore ("Tiger Singapore") and Tiger Airways Australia ("Tiger Australia"). The Group's financial year is from 1 April to 31 March. Throughout this report, all figures are in Singapore Dollars, unless stated otherwise. Financial year ended 31 March 2014 is referred to as FY14, financial year ended 31 March 2013 is referred to as FY13 while financial year ended 31 March 2012 is referred to as FY12.

(1) Number of paying passengers booked on Tiger Singapore and Tiger Australia.(2) Number of paying passengers booked on scheduled flights multiplied by the number of kilometres flown.(3) Number of seats on scheduled flights multiplied by the number of kilometres flown.(4) Average number of aircraft operated by Tiger Singapore and Tiger Australia. (5) Average number of kilometres flown per sector.(6) Computed based on the weighted average number of ordinary shares outstanding during the year.(7) Computed based on the weighted average number of ordinary shares in issue, after adjusting for the effects of dilutive options

and awards under the equity compensation plan.(8) Computed based on operating profit/(loss) divided by total revenue. (9) Computed based on profit/(loss) after tax divided by average total equity.(10) Computed based on borrowings less cash divided by average total equity.

chairmans statement


Introduction

In this second year under fresh leadership, the Tiger Group consolidated its efforts to improve governance in the interest of sustainability. The Group reversed the large operating loss of $83 million in FY2012, turning in a profit of $7 million. That surplus was not enough to avoid a net loss after tax of $45 million.

2 The established cubs of Tiger Singapore and Tiger Australia were joined by Tiger Mandala (Indonesia) and Tiger Philippines.

Tiger Singapore TR

3 Tiger Singapore powered ahead with growth of 15.5% in available seat-kilometres, 20.3% in revenue passenger-kilometres and 32.5% in top line revenue. Tiger Singapore will continue to expand briskly in the coming year. Rapid growth of this magnitude over a sustained period of time does introduce organisational stresses. Nonetheless we are confident that through improvements in organisation, structure, staffing and processes, Tiger Singapore will be able to sustain the standard and quality of its service.

Tiger Australia TT

4 By October 2012, Tiger Australia had emerged from the long shadow of suspension and regulatory restrictions that fell on it in July 2011. It is now completely free to operate where and when it wants domestically.

5 We are in the sixth year of operation in Australia, but have yet to justify our presence financially. That melancholic reality led the Board of Tiger Airways Holdings to the realisation that it needed a strong partner, and accordingly accepted an offer by Virgin Australia to take a 60% stake in TT. Negotiations were completed speedily and approval granted, rather less speedily, by the Australian Competition and Consumer Commission soon after the end of the financial year.

6 Subsequently, the deal was approved by the Foreign Investment Review Board, and is expected to be closed by mid-July. TT will be run as an independent company and will continue using the Tiger brand name under a licensing agreement.

Tiger Mandala and Tiger Philippines

7 Tiger Airways Holdings invested in Tiger Mandala and Tiger Philippines in January and August 2012 respectively. The potential is vast in those largest two countries of ASEAN. Robust growth in incomes and wealth will powerfully drive their aviation industries. We intend to create the sinews of a robust organisation in each entity to take advantage of those opportunities.

The Future

8 While the emphasis in coming years will be on consolidating the new cubs, we keep an open mind on entering new ventures overseas. Benefiting from the painful lessons of the past, we shall prepare the ground patiently before committing valuable resources.

9 We have largely recovered from the traumas of the past, have improved governance, and introduced a new spirit of service and accountability in the organisation. It may be premature to claim that we have decisively turned the corner, yet. But we may be justified in saying that the Group has started the process, with results expected to flow through in a couple of years, or earlier.

Fund Raising

10 One of the highlights of the year was the successful fund-raising in the capital market. Through a rights issue and a perpetual convertible security, we raised almost $300 million. The purpose was to strengthen our balance sheet. We now have the resources to pursue our expansion plans with confidence.

11 The Board expresses its gratitude to shareholders for their valuable support.

chairmans statement


People

12 We welcomed a new CEO in August, Koay Peng Yen. Peng Yen arrived with no previous aviation experience, having spent most of his career in shipping, a not unrelated transport sector. What impressed the Board was his perceived broad leadership capabilities and empathy with the business culture of South East Asia, our principal arena of activity in coming years. The Board is reassured by his brisk performance since taking the reins.

13 The Board is deeply indebted to Peng Yens predecessor, Chin Yau Seng, a secondee from Singapore Airlines, who entered at the epicentre of the crisis in July 2011. Yau Seng was a steady hand at the joystick. He stabilised the organisation and paved the way for the entry of the directly-employed CEO.

14 On behalf of the Board, I thank our CEO and the entire staff for dedication to their duties. They have toiled ceaselessly without counting the cost. The Board acknowledges their efforts and recognises the impact they have made.

15 I am grateful to my colleagues on the Board for their wise counsel and the unstinted contribution of their valuable time to rehabilitating the Group.

16 There will be one change in the Board at the coming AGM. Ms. Rachel Eng, who entered the Board in 2009 is retiring, and does not seek re-election. In her place, we welcome Mr. Lee Lik Hsin, Senior Vice-President for Corporate Planning in Singapore Airlines, our major shareholder. We thank Ms. Eng for her services to the Group, her measured and wise participation in the Board and its Committees, and her good humour and rapport with colleagues.

Our Patient Shareholders

17 Finally, I thank all our shareholders for their patience and forbearance. The Board and Management have endeavoured to steer the Group through turbulent weather. We believe we are emerging from the tumult of the past. Brighter days beckon.

J Y Pillay

Chairman, Tiger Airways Holdings Limited

review of operating and nancial performance


Operating review

1. The year in review saw the Group consolidating its efforts to return to profitability. At the operating level, the Group recorded an operating profit of $7 million, a reversal from an operating loss of $83 million reported in the previous year.

2. The loss after tax was $45 million, a 56.5% improvement from the $104 million recorded a year ago. The improvement came largely from Tiger Singapore which recorded a solid set of results during the financial year.

Tiger Singapore

3. Tiger Singapore delivered an operating profit of $57 million in FY13, a record since it started operations in 2004, and a reversal from an operating loss of $16 million in the previous year. Revenue increased 32.5% to $611 million on the back of a 20.3% growth in passenger traffic volume (measured in revenue passenger-kilometres) and a 9.7% improvement in yield (measured in cents per revenue passenger-kilometre). As growth in traffic volume outpaced the 15.5% expansion in capacity (measured in available seat-kilometres), passenger load factor consequently rose 3.4 percentage points to 84.3%.

4. During the year, Tiger Singapore introduced new services to destinations such as Kochi, Hyderabad and Phnom Penh. There were also increases in frequencies on routes with good demand, such as Hong Kong, Bangkok and Penang.

5. In September 2012, Tiger Singapore successfully moved its base at Changi Airport from the Budget Terminal to Terminal 2. The move to the more accessible Terminal 2 allows for better customer experience, albeit at a significantly higher cost to the carrier and passengers.

6. In October 2012, Tiger Singapore signed an agreement with Scoot on a wide-ranging partnership to offer joint itineraries that greatly expand travel options. Customers may purchase a single itinerary for travel between destinations served by the two airlines.

Tiger Australia

7. Tiger Australia managed to steer its course towards a measured recovery from grounded operations. It gradually increased its flights to pre-suspension levels by October 2012 as the Civil Aviation Safety Authority of Australia fully lifted its restrictions associated with the grounding in 2011.

8. Its revenue increased 60.4%, in line with the growth in passenger traffic volume (+53.8%) and higher yield (+4.3%). Operating expenses increased 37.0%, albeit at a lower rate than the capacity operated, and as a result, unit cost decreased 10.8%. Notwithstanding the improvement in yield and reduction in unit cost, Tiger Australia continued to incur operating losses which amounted to $69 million. Severe and irrational competition led to over-capacity and yield erosion.

9. In October 2012, the Company announced a proposed sale of 60% stake in Tiger Australia to Virgin Airways Holdings Limited. The joint venture is expected to result in a stronger and more competitive Tiger Australia, through a faster growing network and fleet, and more attractive budget offerings to customers. Tiger Airways Holdings received green light from the Australian Competition and Consumer Commission in April 2013, and completion is expected by mid-July 2013.

10. During the year, Tiger Australia recommenced operations out of Sydney, its second base besides Melbourne. Deployment of aircraft to the Sydney base enabled better fleet utilisation through an expanded network.



Tiger Mandala (Indonesia) and Tiger Philippines(1)

11. As at end March 2013, Tiger Mandala built up its fleet to seven A320 aircraft. Its network based in Jakarta extended to 15 international and domestic routes. Aircraft will steadily be added, and its network expanded, including services to Hong Kong from July 2013.

12. During the year, the Group recognised $8 million in share of loss from Tiger Mandala. The unrecognised share of cumulative losses in Tiger Mandala amounted to $13 million as at 31 March 2013.

13. The investment in Tiger Philippines was completed in August 2012. By financial year-end, Tiger Philippines was operating two A319 and three A320 aircraft on 11 international and domestic routes out of Clark and Manila. Charter flights were introduced from Kalibo (Boracay) to Nanjing in April 2013. Starting July 2013, Tiger Philippines will be the only carrier to fly direct between Singapore to Kalibo (Boracay).

14. The share of loss from Tiger Philippines amounted to $19 million for the financial year.

Fleet Summary

15. The Group took delivery of eleven new A320 aircraft in FY13, financed through sale and leaseback arrangements. Two aircraft went to Tiger Singapore, one to Tiger Australia, five to Tiger Mandala and three to Tiger Philippines.

16. On 31 March 2013, the four airlines had a total of 43 aircraft. Tiger Singapore 20 A320 aircraft; Tiger Australia 11 A320 aircraft; Tiger Mandala seven A320 aircraft; and Tiger Philippines two A319 and three A320 aircraft.

Commercial Development

17. The Group continues to grow its ancillary offerings through various innovative commercial products and services. According to an industry survey, Tiger Airways Holdings had the highest ratio of ancillary revenue to total passenger revenue among Asian carriers in 2012.

18. In September 2012, web check-in for passengers travelling out of Changi Airport was launched. Passengers may check-in from 48 hours to 4 hours prior to their scheduled departure and self-print their boarding passes.

19. In October 2012, tigerplus was launched as an add-on premium service, which allows customers to enjoy greater convenience and comfort with the privileges of a dedicated check-in counter, access to premium lounge, and priority boarding service at an affordable price. In the same month, tigerair app was launched on Android, iPhone and iPad platforms to allow ease of bookings through mobile device.

20. In January 2013, Tiger Singapore officially launched tigerconnect, a seamless and hassle-free transfer service which allows passengers who purchase Combo Flights, travelling on multiple sectors on a single itinerary, to connect at Changi Airport Terminal 2 without the need for a second time check-in for onward flights at an affordable fee.

(1) Throughout this report, Tiger Mandala refers to the associate company, PT Mandala Airlines and Tiger Philippines refers to Southeast Asian Airlines Inc.


Financial review

21. The following table summarises the Group Financial Performance.

Group Financial PerformanceFY13

($ million)FY12

($ million)

Total Revenue 866 618

Total Expenses 859 702

Operating Profit/(Loss) 7 (83)

Profit/(Loss) After Tax (45) (104)

Earnings/(Loss) Per Share (cents) (5.53) (14.94)

Note: Group refers to Tiger Airways Holdings and its subsidiaries (Tiger Singapore, Tiger Australia, Roar Aviation, Roar Aviation II)

Group Revenue

22. In FY13, the Group recorded a total revenue of $866 million, an increase of $248 million (+40.1%) compared to the previous year. The growth in revenue was driven by higher passenger traffic volume (+27.5%) and stronger yield (+9.2%).

Group Expenses

23. Group expenses increased $157 million (+22.4%) to $859 million, in line with higher capacity operated (+23.5%). The increase in total expenses was mainly due to higher fuel cost (+$74 million), staff cost (+$21 million), airport and handling (+$19 million), maintenance, material and repair (+$19 million), aircraft rental (+$13 million) and other costs (+$11 million).

Breakdown of Group Expenses for FY13

Depreciation($34 million or 4.0%)

Staff costs($124 million or 14.4%)

Others($33 million or 3.9%)Route charges

($36 million or 4.2%)

Airport and handling($89 million or 10.4%)

Aircraft rental($75 million or 8.7%)

Maintenance,material and repair

($86 million or 10.0%)

Marketing & distribution($18 million or 2.1%)

Fuel Costs($364 million or 42.3%)



24. Fuel cost, the largest cost component, accounted for 42.3% of total expenses. The $74 million or 25.7% increase in fuel cost was mainly due to higher consumption (+23.4%), in line with higher capacity operated (+23.5%). Weakening of USD against SGD and decrease in average jet fuel price from US$128 per barrel in FY12 to US$127 per barrel in FY13 partially mitigated the fuel cost increase.

25. Staff cost rose $21 million or 20.6%, largely driven by an increase of 18.7% in average headcount to support network expansion and Group operations.

Group Earnings

26. The growth in revenue outpaced the increase in expenses, and as a result, the Group reported an operating profit of $7 million, a turnaround from an operating loss of $83 million incurred in the last financial year.

27. The Group reported a lower net loss of $45 million for the financial year, compared to a net loss of $104 million a year ago.

Group Financial Performances ($ million)

378

486

622 618

866

426460

575

702

859

(48) 26

47

(83)

7

(51)

28

40

(104)

(45)

(600)

(500)

(400)

(300)

(200)

(100)

0

100

Revenue Expenses

Operating Prot/(Loss) Prot/(Loss) AfterTax

FY09 FY10 FY11 FY12 FY13

0

100

200

300

400

500

600

700

800

900

1,000

1,100

1,200

Group Equity

28. Total Group equity at 31 March 2013 was $199 million, a decrease of $50 million from a year ago. This was mainly due to the losses incurred by the Group for the financial year.

Cash Flows

29. As at 31 March 2013, the Group generated $91 million from operations, largely driven by the turnaround in this year's operating results.

30. Capital expenditure of $531 million was primarily due to purchase of aircraft. Proceeds from disposal of aircraft under sale and leaseback financing arrangement generated $553 million.


31. Cash outflows due to investment and loan to associates amounted to $75 million.

32. Net repayment of bank loans and interest resulted in cash outflows of $81 million.

33. Cash and cash equivalents as at 31 March 2013 was $117 million, a decrease of $43 million compared to the previous year.

Rights Issue and Preferential Offering

34. The Group raised gross proceeds of $297 million from a renounceable rights issue and a non-renounceable preferential offering of perpetual convertible capital securities through a fund raising exercise that was completed in April 2013. The proceeds has strengthened the Group's balance sheet to fund its future expansion.

Vision

35. The Board and Management are committed to transform Tiger into a leading airline and travel partner connecting people across Asia Pacific.

board of directors


Joseph Yuvaraj Pillay, 79chairmanindependent director

Mr. Joseph Yuvaraj Pillay was in the Civil Service of the Government of Singapore from 1961 to 1995, rising to Permanent Secretary in 1972. He served in the ministries of finance, defence and national development, as well as the Monetary Authority of Singapore and the Government of Singapore Investment Corporation where he was the Managing Director. He has also served as the Chairman for Singapore Exchange Limited, Development Bank of Singapore, Singapore Airlines Limited, Temasek Holdings and the Council of Corporate Disclosure and Governance. Mr. Pillay graduated with a Bachelor of Science (Honours) degree from the Imperial College of Science & Technology, University of London, UK.

First appointment as a director 29 July 2011Last re-election as a director 31 July 2011Length of service as a director 1 year 10 months

(on 14 June 2013)

board committee(s) served on:Executive Committee (Chairman)Risk Management Committee (Chairman)Nominating Committee (Member)Remuneration Committee (Member)

academic & professional qualification(s):Bachelor of Science (Honours), Imperial College of Science & Technology, University of London, UK

present directorships:Listed companies Nil

Others Nil

principal commitments / major appointments (other than directorships)Council of Presidential Advisers of the Republic of Singapore

(Chairman)

Securities Industry Council (Chairman)Presidential Council for Minority Rights

(Member)

Rector of College of Alice and Peter Tan in the University Town of the National University of Singapore

(Member)

SINDA Board of Trustees (Member)

past directorships held over the preceding three yearsSingapore Exchange Limited

Koay Peng Yen, 47group chief executive officer executive director (non-independent)

Mr. Koay Peng Yen was appointed Group Chief Executive Officer on 10 August 2012. Before joining Tiger Airways Holdings, Mr. Koay was Executive Director of Pacific Carriers Limited and PaxOcean Engineering, both companies involved in the maritime, offshore, and engineering industries. Prior to that, he was Group Chief Executive Officer of IMC Corp Limited, an industrial group. He was also with the NOL/APL Group, a public-listed shipping and logistics company, for 18 years in various senior capacities based in China, the U.S., and Singapore. Mr. Koay holds a Master of Science in Ocean Systems Management from the Massachusetts Institute of Technology, U.S.

First appointment as a director 31 July 2012Last re-election as a director NALength of service as a director 10 months

(on 14 June 2013)

board committee(s) served on:Executive Committee (Member)

academic & professional qualification(s):Master of Science, Massachusetts Institute of Technology, U.S.Bachelor of Engineering (Honours), National University of Singapore


OthersArtexian Partners Pte Ltd (Director)Roar Aviation Pte. Ltd. (Director)Roar Aviation II Pte. Ltd. (Director)Southeast Asian Airlines (SEAir) Inc. (Director)Tiger Airways Australia Pty Limited (Director)Tiger Airways Singapore Pte. Ltd. (Director)

principal commitments / major appointments (other than directorships)PT Mandala Airlines (Commissioner)

past directorships held over the preceding three yearsPacific Carriers LimitedPaxOcean Engineering Pte LtdPaxOcean Engineering (Zhuhai) Co., Ltd


de Vaz Don Emmanuel Maurice Rosairo, 72independent director

Mr. Maurice de Vaz joined Singapore Airlines Limited (then Malayan Airways), in 1963. He rose through the ranks to become SIA's Senior Vice President of Flight Operations in 1981. During his term, he was also Chairman of SATS Apron Services and the Singapore Flying College, which he started, member of the IATA Operations Committee, and board member of the SIA Engineering Company. Mr. de Vaz retired in 2002 and went on to serve as advisor to the CEO/Chairman of Qatar Airways, Pakistan Airways and Jet Airways. He is currently a board member of Tiger Airways Singapore Pte. Ltd. and Mount Alvernia Hospital in Singapore.


(on 14 June 2013)

board committee(s) served on:Audit Committee (Member)Executive Committee (Member)Nominating Committee (Member)Remuneration Committee (Member)

academic & professional qualification(s):Airline Pilot (license now lapsed)


OthersMount Alvernia Hospital (Director)Southeast Asian Airlines (SEAir)Inc. (Director)Tiger Airways Singapore Pte. Ltd. (Director)

principal commitments / major appointments (other than directorships)Nil

past directorships held over the preceding three yearsNil

Rachel Eng Yaag Ngee, 44independent director

Ms. Rachel Eng is the Joint Managing Partner of WongPartnership LLP, a firm of advocates and solicitors, with more than 20 years of experience in legal practice. Her main practice areas are capital markets, real estate investment trusts, corporate finance, and transactional and advisory matters. She is a member of the Council of the Law Society of Singapore. She sits on the Board of Trustees of Singapore Institute of Technology and the Advisory Board of Law School of Singapore Management University. She is also a Board Member of the Singapore Accountancy Commission. Ms. Eng was admitted to the Singapore Bar in 1992 and graduated from the National University of Singapore in 1991 with a Bachelor of Laws (Honours) degree.

First appointment as a director 1 Dec 2009Last re-election as a director 29 July 2011Length of service as a director 3 years 6 months(1)

(on 14 June 2013)

board committee(s) served on:Nominating Committee (Member)Remuneration Committee (Member)

academic & professional qualification(s):Bachelor of Laws (Honours) 2nd Class Upper, National University Singapore


Others89 Holdings Pte Ltd (Director)Wopa Services Pte Ltd (Director)

principal commitments / major appointments (other than directorships)Law Society of Singapore (Council Member)Singapore Accountancy Commission

(Board Member)

Singapore Institute of Technology (Member, Board of Trustees)

Singapore Management University, School of Law

(Member, Advisory Board)

WongPartnership LLP (Joint Managing Partner)


(1) Due to retire by rotation at the Annual General Meeting and

will not be seeking re-election

board of directors


Hsieh Fu Hua, 62independent director

Mr. Hsieh Fu Hua has nearly 40 years of experience in merchant banking and capital markets in Asia. His current principal commitment is as the Non-Executive Chairman of United Overseas Bank. He had previously served as Chief Executive Officer and a Director of Singapore Exchange (2003 2009).

First appointment as a director 4 Nov 2011Last re-election as a director 31 July 2012Length of service as a director 1 year 7 months

(on 14 June 2013)

board committee(s) served on:Nominating Committee (Chairman)Remuneration Committee (Chairman)Executive Committee (Member)Risk Management Committee (Member)

academic & professional qualification(s):Bachelor of Business Admin (Honours), University of Singapore

present directorships:Listed companiesUnited Overseas Bank Limited (Chairman)ICAP plc, United Kingdom (Director)

othersFar Eastern Bank Limited (Chairman)Stewardship and Corporate Governance Centre Pte. Ltd.

(Chairman)

The National Art Gallery, Singapore

(Chairman-Designate)

National Council of Social Service, Singapore

(President)

Binjaitree, Singapore (Director)Government of Singapore Investment Corporation Pte Ltd, Singapore

(Director)

principal commitments / major appointments (other than directorships)Lien Foundation, Singapore (Governor)Prime Partners Group (Co-founder &

Advisor)Securities Investors Association, Singapore

(Honorary Chairman)

Singapore Indian Development Association, Singapore

(Term Trustee)

past directorships held over the preceding three yearsFullerton Fund Management Company LtdNational Arts CouncilNational University of SingaporeShared Services for Charities LtdSingapore Exchange LtdST Asset Management LtdTemasek Holdings (Private) Limited

Lang Tao Yih Arthur, 41independent director

Mr. Arthur Lang is the Group Chief Financial Officer of CapitaLand Limited. Prior to joining CapitaLand, he was co-head of the Southeast Asia Investment Banking Division for Morgan Stanley and spearheaded the client coverage and transaction execution efforts across corporate finance, and mergers and acquisitions transactions for Southeast Asian companies. Other roles Mr. Lang held at Morgan Stanley included the Chief Operating Officer for the Asia Pacific Investment Banking Division in Hong Kong. Mr. Lang is also currently a board member of the Land Transport Authority of Singapore. Mr. Lang has a Master of Business Administration from the Harvard Business School and a Bachelor of Arts in Economics from Harvard University, U.S.


(on 14 June 2013)

board committee(s) served on:Risk Management Committee (Member)

academic & professional qualification(s):Master of Business Administration, Harvard Business School, U.S.Bachelor of Arts (magna cum laude), Majored in Economics, Harvard University, U.S.


OthersAscott Services Residence (China) Fund

(Director)

CapitaLand China Holdings Pte Ltd

(Director)

CapitaLand Financial Limited (Director)CapitaLand Malaysia Pte. Ltd. (Director)CapitaLand Regional Investments Limited

(Director)

CapitaLand Residential Singapore Pte Ltd

(Director)

CapitaLand Singapore Limited (Director)Land Transport Authority (Director)The Ascott Limited (Director)

principal commitments / major appointments (other than directorships)CapitaLand Limited (Group CFO)



Lee Chong Kwee, 56independent director

Mr. Lee Chong Kwee began his career with Singapore Airlines Limited and held various positions in Singapore, Hong Kong, Japan, United States and United Kingdom. From 1999 to 2005, Mr. Lee held the role as Chief Executive Officer Asia-Pacific of Exel (Singapore) Pte. Ltd. He is currently Chairman of Jurong Port Pte Ltd and holds other directorships. Mr. Lee has a Bachelor of Science from the University of Malaya and a Certified Diploma in Accounting and Finance from The Chartered Association of Certified Accountants.

First appointment as a director 1 Dec 2009Last re-election as a director 31 July 2012Length of service as a director 3 years 6 months

(on 14 June 2013)

board committee(s) served on:Audit Committee (Member)Executive Committee (Member)

academic & professional qualification(s):Bachelor of Science (Honours), University of Malaya Certified Diploma in Accounting & Finance, The Chartered Association of Certified Accountants


OthersJurong Country Club (Chairman)Jurong Port Pte Ltd (Chairman)First Flight Couriers Pvt Limited (Director)Great Wall Airlines Company Pte Ltd

(Director)

Jurong Port Rizhao Holding Pte. Ltd.

(Director)

Mapletree Investments Pte Ltd (Director)Rizhao Jurong Port Terminals Co Ltd

(Director)

SDIC Jurong Port Terminals Co Ltd (Director)Singapore Storage & Warehouse Pte Ltd

(Director)

Southeast Asian Airlines (SEAir)Inc. (Director)Tiger Airways Singapore Pte. Ltd. (Director)

principal commitments / major appointments (other than directorships)Nil

past directorships held over the preceding three yearsSingapore Post Limited

Po'ad Bin Shaik Abu Bakar Mattar, 65independent director

Mr. Po'ad Mattar started his career with Deloitte & Touche ("Deloitte") in 1971 and led the firm as Senior Partner and Managing Partner before his retirement in 2006. During his career with the firm, he also sat on the global board of directors of Deloitte Touche Tohmatsu. Mr. Mattar was awarded the Public Service Medal (PBM) in 2002, the Public Service Star (BBM) in 2007, and MUIS' (Majlis Ugama Islam Singapura) Distinguished Service Award (Anugerah Jasa Cemerlang) in 2010. He holds a Bachelor of Accountancy from the University of Singapore and a Master in Management from the Asian Institute of Management, Philippines.

First appointment as a director 1 Dec 2009Last re-election as a director 31 July 2012Length of service as a director 3 years 6 months

(on 14 June 2013)

board committee(s) served on:Audit Committee (Chairman)Risk Management Committee (Member)

academic & professional qualification(s):Bachelor of Accountancy, University of Singapore Master in Management, Asian Institute of Management, PhilippinesCertified Public Accountant, Institute of Certified Public Accountants of Singapore

present directorships:Listed CompaniesHong Leong Finance Limited (Director)

OthersKeppel Offshore & Marine Ltd (Director)NIE International Private Limited (Director)Rahmatan Lil Alamin Foundation (Trustee)

principal commitments / major appointments (other than directorships)Council of Presidential Advisers (Member)Public Service Commission (Member)

past directorships held over the preceding three yearsPUB Consultants Private Limited

board of directors


Yap Chee Keong, 52lead independent director

Mr. Yap Chee Keong is the Executive Director of The Straits Trading Company Limited (STC) and Chairman of CityNet Infrastructure Management Pte. Ltd. He is an Independent Non-Executive Director of Citibank Singapore Limited and Non-Executive Director of SPI (Australia) Assets Pty Ltd. He is also a board member of the Accounting & Corporate Regulatory Authority and a member of the Public Accountants Oversight Committee. Prior to STC, Mr. Yap worked as the Chief Financial Officer and in other senior management roles in several Temasek-linked, multinational and listed companies. Mr. Yap graduated with a Bachelor of Accountancy from the National University of Singapore.

First appointment as a director 1 Dec 2009Last re-election as a director 29 Jul 2011Length of service as a director 3 years 6 months

(on 14 June 2013)

board committee(s) served on:Audit Committee (Member)Nominating Committee (Member)Remuneration Committee (Member)

academic & professional qualification(s):Bachelor of Accountancy, National University of SingaporeFellow of the Institute of Certified Public Accountants of SingaporeFellow of CPA Australia

present directorships:Listed companiesThe Straits Trading Company Limited

(Executive Director)

OthersCityNet Infrastructure Management Pte. Ltd.

(Chairman)

Citibank Singapore Limited (Director)SPI (Australia) Assets Pty Ltd (Director)The Assembly of Christians of Singapore Ltd

(Director)

Tiger Airways Australia Pty Limited (Director)

principal commitments / major appointments (other than directorships)Accounting & Corporate Regulatory Authority

(Board member)

MAS Working Group To Review Guidebook for Audit Committees

(Member)

Singapore Power Limited (Advisor)

past directorships held over the preceding three yearsCapitaMalls Asia Limited (Director)Hup Soon Global Corporation Limited

(Director)

UTAC Holdings Ltd (Director)

Gerard Yeap Beng Hock, 59non-executive director

Capt. Gerard Yeap joined Singapore Airlines Limited ("SIA") in 1972 as a cadet pilot. He was promoted to the rank of Captain in 1983 and moved up the ranks as Line Instructor Pilot and Senior Instructor Pilot. In 1989, he joined the management ranks of Flight Operations when he was appointed as Assistant Chief Pilot Training (B747). Since then, he has served as Deputy Chief Pilot Training (A310), Chief Pilot Training and Chief Pilot (B777). Capt. Yeap was promoted as Senior Vice President Flight Operations in 2006. In 2007, he was the commanding pilot for SIA's inaugural A380 flight to London. Capt Yeap currently sits on the Operations Committee of IATA and holds the position of Vice Chairman.

First appointment as a director 3 August 2011Last re-election as a director 31 July 2012Length of service as a director 1 year 10 months

(on 14 June 2013)

board committee(s) served on:Risk Management Committee (Member)

academic & professional qualification(s):Airline Pilot

present directorships:Listed companies Nil OthersTiger Airways Australia Pty Limited (Director)

principal commitments / major appointments (other than directorships)Singapore Airlines Limited (Senior Vice

President Flight Operations)

past directorships held over the preceding three yearsSilkAir (Singapore) Private Limited


Lee Lik Hsin, 42proposed non-executive director

Mr. Lee began his career with Singapore Airlines Limited as a Cadet Administrative Officer. Over the past 19 years, he served in various departments including Market Planning, Regional Office North Asia, Revenue Management and held managerial roles overseas in China, Japan and United States. Mr. Lee also headed the Company Planning and Fuel department and held Regional Vice President roles in West Asia and Africa, and North Asia sales regions. In April 2012, Mr. Lee was appointed as Senior Vice President Corporate Planning. He currently serves on the Board of Singapore Airlines Cargo Pte. Ltd. Mr. Lee has a Bachelor of Science in Economics from University of Pennsylvania, U.S.

First appointment as a director NALast re-election as a director NALength of service as a director NA

board committee(s) served on:NA

academic & professional qualification(s):Bachelor of Science in Economics (Summa Cum Laude), University of Pennsylvania, U.S.


OthersSingapore Airlines Cargo Pte. Ltd. (Director)

principal commitments / major appointments (other than directorships)Singapore Airlines Limited (Senior Vice

President Corporate Planning)

past directorships held over the preceding three yearsScoot Pte Ltd

senior management


We set out below certain information regarding our Senior Management as at the date of this Annual Report:

Ho Yuen Sangmanaging director, tiger singapore

Mr. Ho Yuen Sang joined Tiger Singapore as Managing Director on 5 December 2012. Mr. Ho is responsible for the operations and growth of the airline in its home base. He brings with him 26 years of experience in the aviation sector, and has previously served as Chief Operating Officer of Jetstar Asia, where he was responsible for its engineering, flight operations and ground services. He also previously held various senior management positions at Singapore Technologies Aerospace. Mr. Ho holds a Bachelor in Engineering from the National University of Singapore and a Master of Science in Engineering (Mechanical Engineering) from University of Michigan, U.S.

Alexander Kniggechief commercial officer

Mr. Alexander Knigge joined Tiger Airways Holdings as Chief Commercial Officer on 1 December 2012. Mr. Knigge oversees all Commercial functions of the Group, including network and fleet, pricing and revenue management, sales and marketing, e-commerce and ancillary revenue, and product and customer experience. He was previously the Head of Group Distribution and Head of Commercial Services at Jetstar Airways, where he was responsible for planning and implementing the direct distribution, customer and product strategies. Mr. Knigge holds a Master of Business Administration from the University of Iowa, United States as well as a Master in Finance and Accounting from the University of Frankfurt, Germany.

Edmund Pueychief people officer

Mr. Edmund Puey joined Tiger Airways Holdings as Chief People Officer on 15 January 2013. Mr. Puey leads the human resources ("HR") team and assists the Tiger leadership in creating an engaged workforce. Prior to this, he was the Asia-Pacific HR Director for Gate Gourmet. Mr. Puey is an accomplished HR veteran who has been part of the global HR teams of U.S. Fortune 500 and SGX-listed companies. He brings with him 25 years of experience as a HR specialist, and is very familiar with different HR practices in various countries in the Asia-Pacific region. Mr. Puey holds a Master of Applied Finance from Macquarie University, Australia.

Koay Peng Yen group chief executive officer

Mr. Koay Peng Yen was appointed Group Chief Executive Officer on 10 August 2012. Before joining Tiger Airways Holdings, Mr. Koay was Executive Director of Pacific Carriers Limited and PaxOcean Engineering, both companies involved in the maritime, offshore, and engineering industries. Prior to that, he was Group Chief Executive Officer of IMC Corp Limited, an industrial group. He was also with the NOL/APL Group, a public-listed shipping and logistics company, for 18 years in various senior capacities based in China, the U.S., and Singapore. Mr. Koay holds a Master of Science in Ocean Systems Management from the Massachusetts Institute of Technology, U.S.

Chin Sak Hinchief operations officer

Mr. Chin Sak Hin, previously the Chief Financial Officer, was appointed as Chief Operations Officer on 26 February 2013. He is responsible for corporate development, customer relations, information technology, engineering and procurement, and safety, security, quality and environment departments. Prior to joining the Company, he was the Chief Financial Officer at SIA Engineering Company. He held various senior management positions at the airline including that of General Manager of New Zealand and Group Vice President of Treasury. Mr. Chin graduated from the National University of Singapore with a Bachelor of Accountancy and is a Certified Public Accountant of the Institute of Certified Public Accountants of Singapore.

Joyce Fong Foong Chao general counsel & company secretary

Ms. Joyce Fong joined Tiger Airways Holdings as Company Secretary on 3 January 2012, and was appointed as General Counsel as of 1 June 2012. As Company Secretary, Ms. Fong assists the Chairman and the Board of Directors in the discharge of their responsibilities. As General Counsel, she leads the Group's legal and compliance team. Ms Fong was formerly the Head of Compliance, Company Secretary and General Counsel of the Singapore Exchange Limited. Ms. Fong holds a Master of Laws from the National University of Singapore and is an Advocate and Solicitor of the Supreme Court of Singapore.


Khushi Ramchief financial officer

Mr. Khushi Ram joined Tiger Airways Holdings as Chief Financial Officer on 26 February 2013. Mr. Ram provides leadership on capital management, financial compliance programs and policies, cost control and risk management of the Group's operations. He brings with him 25 years of industry experience as a finance specialist. Prior to joining the Company, he was the Chief Financial Officer of Unisteel Technology. He was also the Interim Chief Executive Officer, and Chief Financial Officer for South East Asia at Alcatel-Lucent. Mr. Ram holds a Bachelor of Commerce in Accounting and Economics from Dayalbagh Educational Institute, India and a Master in Business Administration from Panjab University, India.

Olive Ramoschief executive officer, tiger philippines

Ms. Olive Ramos joined Tiger Philippines as Chief Executive Officer on 15 January 2013. Ms. Ramos is responsible to steer the Philippine operations forward, with her strong logistics and financial background, capabilities in organisational development and operation, and intricate understanding of the Philippine market. She was previously President and Managing Director of logistics company DHL Supply Chain Philippines for five years, where she was responsible for developing business strategies and organisational capabilities. Ms. Ramos holds a Bachelor in Accountancy from the Polytechnic University of the Philippines and a Master of Business Administration from De La Salle University, Philippines.

Paul Rombeekpresident director, tiger mandala

Mr. Paul Rombeek joined Tiger Mandala as President Director on 1 September 2012. Mr Rombeek runs the Indonesia-based airline and is responsible for its growth plans. He brings with him 15 years of experience in the aviation sector with KLM Royal Dutch Airlines and subsequently Air France-KLM. Prior to this, he was the General Manager for Air France-KLM Singapore, Indonesia, Australia and New Zealand, and also held various management roles including Director of Customer Relationship Management, and Country Manager of Norway and Iran. Mr. Rombeek holds a Master of Economics from University of Maastricht, the Netherlands and an Executive Master of Business Administration from London Business School, UK.

Robert Sharpchief executive officer, tiger australia

Mr. Robert Sharp joined Tiger Australia as Chief Executive Officer on 1 May 2013. Mr. Sharp is responsible to manage the Australia-based airline with his strong leadership skills and deep understanding of the market. He is an experienced senior aviation executive with Qantas Airways over the past 15 years. He brings with him a wealth of commercial expertise including specialist experience in operating in a multi-brand environment. He has also served in various commercial roles at Qantas Airways, including strategy and innovation, and global airport infrastructure and services. Mr. Sharp has a Bachelor of Business from Charles Sturt University, Australia and is a qualified Chartered Accountant.

nancial contents


19 corporate governance

32 directors report

35 statement by directors

36 independent auditors report

37 consolidated income statement

38 consolidated statement of comprehensive income

39 statements of nancial position

40 statements of changes in equity

42 consolidated statement of cash ows

43 notes to the nancial statements

corporate governance


The Board of Directors (the Board) and management of Tiger Airways Holdings Limited (the Company) are committed to continually enhancing shareholder value by maintaining high standards of corporate governance, professionalism, integrity and commitment at all levels, underpinned by strong internal controls and risk management systems.

This Report sets out the Companys corporate governance processes with reference to the guidelines of the Code of Corporate Governance 2012 (the 2012 Code), although it does not come into force for the Company until after the FY14 AGM. Where we do not comply, we explain.

boards conduct of affairs

principle 1: effective board to lead and control the company

The principal functions of the Board are, inter alia, to:

(a) Provide entrepreneurial leadership, set strategic objectives, and ensure that the necessary financial and human resources are in place for the company to meet its objectives;

(b) Establish a framework of prudent and effective controls which enables risks to be assessed and managed, including safeguarding of shareholders interests and the companys assets;

(c) Review management performance;

(d) Identify the key stakeholder groups and recognise that their perceptions affect the companys reputation;

(e) Set the companys values and standards (including ethical standards), and ensure that obligations to shareholders and other stakeholders are understood and met; and

(f) Consider sustainability issues, e.g. environmental and social factors, as part of its strategic formulation

All Directors are required to exercise independent judgement in the best interests of the Company.

To assist the Board in the discharge of its oversight function, certain functions have been delegated by the Board to various board committees (Board Committees). The Board Committees constituted by the Board are the Audit Committee (AC), the Nominating Committee (NC), the Remuneration Committee (RC), the Risk Management Committee (RMC), and the Executive Committee (ExCo). The RMC and the ExCo were set up in the third quarter of FY12.

As the NC and the RC share common membership, meetings of the NC and the RC are jointly convened. Each of the Board Committees has been set up with clear written terms of reference (TOR).

The Board Committee TORs set out the duties, authority and accountabilities of each committee and are subject to regular review. For transparency, the TORs are published on the Companys website.

The Board meets at least once every quarter, and more as warranted by particular circumstances. For FY13, a total of 35 Board and Board Committee meetings were convened.

As the NC and the RC share common membership, meetings of the NC and the RC are jointly convened.



Directors may participate in a Board meeting by means of telephone conference or other similar communications equipment, under the Companys Articles of Association. The number of Board and Board Committee meetings held in FY13, as well as the attendance of each Board member at these meetings, is disclosed below:

name of directorboard

meetings

audit committee meetings

nominating committee meetings

remuneration committee meetings

executive committee meetings

risk management

committee total

Joseph Yuvaraj Pillay 9/10 NA 5/5 5/5 8/8 3/3 30

Koay Peng Yen(1) 6/6 NA NA NA 6/6 NA 12

de Vaz Don Emmanuel Maurice Rosairo(2) 6/6 2/2 3/3 3/3 6/6 NA 20

Rachel Eng Yaag Ngee 8/10 NA 5/5 5/5 NA NA 18

Hsieh Fu Hua 9/10 NA 5/5 5/5 8/8 3/3 30

Lang Tao Yih Arthur(3) 4/6 NA NA NA NA 2/2 6

Lee Chong Kwee 8/10 3/4 NA NA 5/8 NA 16

Poad Bin Shaik Abu Bakar Mattar 9/10 4/4 NA NA NA 3/3 16

Yap Chee Keong 9/10 4/4 5/5 5/5 NA NA 23

Gerard Yeap Beng Hock 10/10 NA NA NA NA 3/3 13

Chin Yau Seng(4) 4/4 NA NA NA 3/4 NA 7

Number of meetings held in FY13 10 4 5 5 8 3 35

(1) Mr. Koay Peng Yen was elected to the Board by shareholders at the AGM on 31 July 2012 and was also appointed as a member of the Exco on 31 July 2012.

(2) Mr. Maurice de Vaz was elected to the Board by shareholders at the AGM on 31 July 2012 and was also appointed as a

member of the AC, NC, RC, and Exco on 31 July 2012.

(3) Mr. Arthur Lang was elected to the Board by shareholders at the AGM on 31 July 2012 and was also appointed as a member of the RMC on 31 July 2012.

(4) Mr. Chin Yau Seng resigned from the Board on 15 September 2012.

Board approval is sought on major matters, in particular on acquisitions and divestments, capital expenditure, banking loans, credit facilities and budget approvals. The Board has approved a Delegation of Authority policy, which sets out matters that require Board approval, and specifies the limits and authorities for the various levels of the Board and management.

A formal letter of appointment is sent to newly appointed directors of the Company upon their appointment, setting out their duties and obligations as a Director in respect of potential conflicts of interest, interested person transactions and disclosure of directors interests. All new Directors to the Board undergo an orientation program where they are briefed by management on the Groups business activities, strategic direction and policies.

During FY13, Directors attended a training session on the developments on declaration of directors interests in the Company, continuing disclosure obligations, and other recent legal and regulatory developments. Training sessions conducted by the Singapore Institute of Directors are available for first-time directors who have no prior experience on the board of a listed company.

Directors may also attend, at the Companys expense, other appropriate courses, conferences and seminars. These include programmes run by the Singapore Institute of Directors and the Stewardship and Corporate Governance Center. Directors can request further explanations, briefings or information on any aspect of the Companys operations or business issues from management.


board composition and balance

principle 2: strong and independent board

The Board presently comprises 10 Directors. Except for two Directors, namely, Mr. Koay Peng Yen who is the Group Chief Executive Officer (CEO) of the Company and Capt. Gerard Yeap Beng Hock, the other eight Directors are Independent and Non-Executive Directors of the Company (Independent Directors). Capt. Gerard Yeap Beng Hock is considered a Non-Independent, Non-Executive Director of the Company as he is an employee of Singapore Airlines Ltd (SIA). SIA is the controlling shareholder of the Company.

The Non-Executive Directors (NEDs) convene an annual session in the absence of management whereby frank discussions on management may take place, to facilitate a more effective check on management.

The NC reviews and determines on an annual basis whether or not a Director is independent. For FY13, the NC had reviewed each Directors independence status, adopting the independence definitions in the 2012 Code. The NC is satisfied that there is a strong and independent element on the Board. Eight out of 10 Directors are independent. The Board is able to exercise objective judgement on corporate affairs independently, in particular, from management and substantial shareholders.

The NC has determined that Ms. Rachel Eng is an Independent Director notwithstanding that WongPartnership LLP, the law firm of which she is a Joint Managing Partner, has received professional fees from the Company during FY13 as Ms. Engs shareholding in WongPartnership LLP does not exceed 10%.

The NC has examined its size and is satisfied that the present number of Directors is appropriate for the Company given the requirements of its business. The NC is satisfied that the Board and Board Committees comprise Directors who as a group provide core competencies required for the Board to be effective such as accounting or finance, legal, business or management experience, industry knowledge, strategic planning experience and customer-based experience or knowledge.

The Company does not adopt an absolute limit on the number of listed company board representations as no two boards or individuals are alike and consideration is made on a case-by-case basis given the varying commitments of the Directors.

chairman and chief executive officer

principle 3: chairman and CEO are separate persons to ensure appropriate balance of power, increased accountability and greater capacity of the board for independent decision-making

The chairman of the Company (the Chairman) and the CEO are separate persons with separate roles in the Company and they are not related to each other.

The Chairman is an Independent Director of the Company. The Chairman chairs Board meetings, leads the Board to ensure its effectiveness on all aspects of its role, sets the agenda and ensures that adequate time is available for discussion of all agenda items, in particular strategic issues. He promotes a culture of openness and debate at the Board, ensures that the directors receive pertinent, complete, adequate and timely information, ensures effective communication with Shareholders, encourages constructive relations within the Board and between the Board and Management, facilitates and assesses the effective contribution of NEDs and promotes high standards of corporate governance.

The board evaluation exercise conducted by an external facilitator in FY13 reported that Directors feel there is a high degree of mutual respect, trust, and candour amongst them and that the Chairman creates and maintains an openness of relationships among the Board.

The Company announced the appointment of Mr. Koay Peng Yen as CEO in July 2012. Mr. Koay succeeds Mr. Chin Yau Seng, the Companys former CEO from July 2011 to September 2012.

The CEO leads the management team and manages the business of the Group in line with the Groups strategic directions and policies. The CEO regularly communicates with the Chairman and the Board to update them on corporate issues and developments.



The Companys Lead Independent Director, Mr. Yap Chee Keong, is responsible for leading the Boards assessment of the Chairmans performance, together with the NC Chairman, and to assume the role of the Chairman in the latters absence. The Lead Independent Director is available to Shareholders where they have concerns and for which contact through the normal channels of the Chairman, the CEO or the CFO has failed to resolve or is inappropriate.

board membership

2012 code principle 4: formal and transparent process for the appointment and re-appointment of directors to the board

The Company has established the NC to, among other things, make recommendations to the Board on all Board appointments. The NC consists entirely of Independent Directors.

The members of the NC comprise Messrs. Hsieh Fu Hua (NC Chairman), Joseph Yuvaraj Pillay, Rachel Eng Yaag Ngee, Yap Chee Keong and de Vaz Don Emmanuel Maurice Rosairo.

The responsibilities of the NC include making recommendations to the Board on the following matters:

(a) Reviewing all nominations for the appointment, re-appointment or termination of Directors, the CEO and the Chairman;

(b) The staffing of the various Board Committees and the boards of the Companys subsidiary and associate companies;

(c) On an annual basis, the re-election of Directors retiring under the Companys Articles of Association, having regard to the Directors contribution and performance;

(d) On an annual basis, and as and when circumstances require, the determination of the independence of a Director (in accordance with the 2012 Code and any other salient factors).

The NC also reviews the composition of the Board to ensure that the Board has an appropriate balance of expertise, skills, attributes and abilities. Where a Director has multiple board representations, the NC will decide whether the Director is able to and has been adequately carrying out his duties as Director.

The NC uses its best efforts to ensure that the Directors appointed to the Board possess the skill, experience and knowledge in the business, finance and management necessary to the Groups business. Suitable candidates are proposed through the recommendations of the Directors or by the substantial Shareholders of the Company.

Pursuant to the Companys Articles of Association, all new appointees to the Board, if not elected by Shareholders at the AGM, will only hold office until the next AGM after the date of their appointment. The Companys Articles of Association provide for one-third of the Board to retire at each AGM and, where applicable, to submit themselves for re-election. As there are 10 Directors, the cycle for the Directors to submit themselves for re-nomination and re-election is less than 3 years.

There are no alternate directors appointed to the Board.

Key information regarding directors and the proposed new director is found at page 10.

board performance

2012 code, principle 5: formal assessment of the effectiveness of the board as a whole and the contribution by each director to the effectiveness of the board

In FY13 the NC commenced a formal board evaluation process to assess the effectiveness of the Board.

Aon Hewitt, an independent external facilitator, was engaged to conduct the board evaluation exercise. In consultation with the NC, board performance criteria was established and incorporated in a questionnaire approved by the NC Chairman and Board Chairman. The responses of each Director were collated, analysed and reported by the facilitator to the NC and thereafter to the Board. The average scores on each board performance criteria were benchmarked to an index of average scores of 20 Singapore listed companies for an external view of Board performance.


The NC, with input from the Board, will be adopting an action plan to address areas of improvement, assign responsibilities and monitor progress based on findings from the board evaluation exercise.

For individual Director evaluation, the following process is adopted: each NEDs contribution will be evaluated by the Chairman, and the results of the assessment will be discussed with the NC Chairman. The individual evaluation will assess whether each Director continues to contribute effectively and demonstrate commitment to the role (including commitment of time for meetings of the Board and Board Committees, and any other duties). Feedback arising from the process will be provided by the Chairman directly to the NED concerned. The evaluation will be taken into account in the appointment or re-election of the NEDs.

The assessment of the CEOs performance is undertaken by the NC and the RC, and the results are reviewed by the Board.

The assessment of the Chairmans performance is undertaken by the NC (excluding the Chairman himself), led by the NC Chairman and the Lead Independent Director. Feedback arising from the process will be provided by the NC Chairman and the Lead Independent Director to the Chairman.

The assessment of the NC Chairmans performance is undertaken by the Chairman and the Lead Independent Director. Feedback arising from the process will be provided by the Chairman to the NC Chairman.

access to information

principle 6: directors have complete, adequate and timely information

The Company recognises that management has an obligation to supply the Board with complete and adequate information in a timely manner. Board papers are sent to Directors in advance before the Board meeting to ensure that Directors are adequately prepared for the meeting. Directors who have queries on contents of board papers can make further enquiries of management. The Board has separate and independent access to management.

To further aid the Boards oversight of the Groups activities, Independent Directors are also assigned to the boards of the Companys subsidiaries and associated companies.

Information provided to the Board include board papers and related materials, background or explanatory information relating to matters to be brought before the Board, and copies of disclosure documents, budgets, forecasts and monthly internal financial statements. In respect of budgets, material variances between the projections and actual results are disclosed and explained to the Board.

The Company Secretary administers, attends and prepares minutes of Board proceedings. The Company Secretary assists the Chairman to ensure that board procedures are followed (including ensuring good information flow within the Board and the Board Committees and between management and Directors) and that applicable rules and regulations are complied with. As primary compliance officer for the Companys compliance with the SGX Listing Rules, the Company Secretary is responsible for training, designing and implementing a framework for the Companys compliance with the Listing Rules, including advising management on prompt disclosures of material price-sensitive information. The Company Secretary is also the secretary for all the Board Committees, and helps ensure coordination and liaison between the Board, Board Committees and management in the development of the agendas for the various Board and Board Committee meetings. Directors have separate and independent access to management and the Company Secretary. The appointment and the removal of the Company Secretary is a matter for the Board as a whole.

The Independent Directors are entitled to seek independent professional advice on Company-related matters (including those relating to their role and responsibility as a director) at the expense of the Company, subject to the costs being approved by the Chairman or the Board in advance as being reasonable.



remuneration matters

principle 7: the procedure for developing policy on executive remuneration and for fixing remuneration packages of individual directors should be formal and transparent

The RC shares the same composition as the NC, and comprises entirely of Independent Directors.

The members of the RC comprise Messrs. Hsieh Fu Hua (RC Chairman), Joseph Yuvaraj Pillay, Rachel Eng Yaag Ngee, Yap Chee Keong and de Vaz Don Emmanuel Maurice Rosairo. The RC is responsible for, among other matters, recommending to the Board, a remuneration policy framework and guidelines for remuneration of the Directors and key executives, and deciding specific remuneration packages for each of the Directors, the CEO and the Chairman. The RC does not, as yet, review and recommend to the Board the specific remuneration package for key management personnel but will comply with this new requirement in the Code by AGM FY14.

The RC also periodically considers and reviews remuneration packages in order to maintain their attractiveness, to retain and motivate the Directors and key executives and to align the interests of management with that of the Company and shareholders. This will, inter alia, be through their participation in the Tiger Airways Long Term Incentive Plan (LTIP) approved by shareholders at the Companys extraordinary general meeting (EGM) on 30 July 2010.

In FY13, the Company engaged the following remuneration consultants to assist the RC and the Companys Human Resources Department:

(a) Mercer & McLennan was engaged to study and recommend changes to the variable pay programs for all managers and executives in the Company;

(b) Human Resource Business Solutions was engaged to provide market pay information for executives to determine our external pay competitiveness;

(c) Hay Consultants was engaged to provide the fair valuation of the PSP.

Each consultant is an independent service provider and there is no relationship between the Company and any consultant which would affect their independence and objectivity.

The RC has not adopted Guideline 7.4; i.e. reviewing the Companys obligations arising in the event of termination of the executive directors and key management personnels contracts of service. The RC will do so by AGM FY14.

principle 8: remuneration of directors should be adequate but not excessive

Executive Director

The current CEO, Mr. Koay Peng Yen, was appointed as Executive Director of the Company on 31 July 2012 and commenced as CEO of the Company on 10 August 2012. His compensation plan is formulated to ensure that it is market competitive and that the rewards are commensurate with the Companys performance and also with his contributions. The performance-related segments of his remuneration are aligned with the interests of shareholders and promote the long-term success of the company. The compensation package comprises a basic salary, a performance bonus which relates directly to the financial performance of the Group and benefits under the LTIP Scheme which are linked to longer term corporate performance. The CEO does not receive any directors fees.


Non-Executive Directors (including Independent Directors)

The fee structure for NEDs follows the past years structure. Each Director is paid a retainer fee of $40,000 per annum. In addition, the following additional fees are paid for membership of the various Board Committees:

position held additional fees per annum ($)

Chairman of the Board 40,000

ExCo chairman 25,000

AC chairman 25,000

RC chairman 17,000

NC chairman 15,000

RMC chairman 15,000

Member of AC, NC RC, RMC and Exco 10,000 per Board Committee membership

No attendance fees are paid.

If a directorship or an appointment to a Board Committee is held for a part of the year, the fees are prorated accordingly. Accordingly, each of the Directors (other than the CEO) received the following Directors fees for FY13:

name of director directors fees amount ($)

Joseph Yuvaraj Pillay 140,000.00

Hsieh Fu Hua 92,000.00

Poad Bin Shaik Abu Bakar Mattar 75,000.00

Yap Chee Keong 70,000.00

Rachel Eng Yaag Ngee 60,000.00

Lee Chong Kwee 60,000.00

de Vaz Don Emmanuel Maurice Rosairo(1) 53,548.39

Gerard Yeap Beng Hock 50,00000

Lang Tao Yih Arthur(2) 33,467.75*

(1) Mr. Maurice de Vaz was elected to the Board by shareholders at the AGM on 31 July 2012 and was also appointed to be a member of the AC, Exco, NC & RC on 31 July 2012.

(2) Mr. Arthur Lang was elected to the Board by shareholders at the AGM on 31 July 2012 and was appointed to be member of

the RMC on 31 July 2012.

* This amount was paid to the Directors employer and is exclusive of any GST paid.

No Director decides his own fees. The RC recommends the fee structure for NED remuneration to the Board, with consideration given to the NEDs level of contribution, taking into account factors such as effort and time spent, and responsibilities of the NEDs. Directors fees are subject to the approval of shareholders at the AGM. There are no schemes to encourage NEDs to hold shares in the Company, as recommended by Guideline 8.3. The RC will consider whether to do so by AGM FY14.

Long Term Incentive Plan (LTIP): The Company has an LTIP for executive directors and key management personnel, and the costs and benefits of the LTIP are carefully evaluated. The LTIP comprises the performance share plan (PSP) and restricted share plan (RSP). PSP grants vest after three years (cliff-vesting) subject to achievement of the targets set for each grant. RSP grants vest in three equal installments over three years. There are, at present, no plans to encourage executive directors and key management personnel to hold their shares beyond the vesting period. The RC will consider further disclosures on the targets of the RSP and the PSP grants and how this is a meaningful measure for assessing management performance, and how this aligns with interests of shareholders for AGM FY14.

There are, at present, no provisions allowing the Company to reclaim incentive components of remuneration from executive directors and key management personnel in exceptional circumstances of misstatement of financial results, or of misconduct resulting in financial loss to the Company. The RC will consider whether to adopt Guideline 8.4 by AGM FY14.



principle 9: there should be clear disclosure of remuneration policy, level and mix of remuneration, and the procedure for setting remuneration

The objective of the Groups remuneration policy is to attract, motivate, reward and retain quality staff. The total compensation package for employees comprises basic salary, variable performance bonus, share grants for eligible employees under the LTIP, as well as benefits.

In determining the composition of the package, the nature of the role performed and market practice are taken into consideration. For key executives, the Group adopts a performance-driven approach to compensation with rewards linked to individual, team and corporate performance.

The level and mix of the remuneration earned in FY13 by the CEO is as follows:

name of executive remuneration $

base salary

(%)

performance based bonus

(%)other benefits

(%)

LTIP scheme awards

(%)

Koay Peng Yen (CEO)(1) 893,013 50 28 1 21

(1) Mr. Koay was appointed CEO of Tiger Airways Holdings Ltd on 10 August 2012; the bonus and LTIP Scheme awards for FY13 are based on contractual requirements.

The next five top key executives of the Company in bands of $250,000 are set out below. Names of key executives are not disclosed given the competitive hiring pressure and disadvantages that this might bring.

no. of executives remuneration band $

base salary

(%)

performance based bonus

(%)other benefits

(%)

LTIP scheme awards

(%)

One(2) 1,000,001 1,250,000 77 10 8 5

One 500,001 750,000 97 3

Three(3) 250,001 500,000 98 2

(2) One executive left the company in March 2013.

(3) Includes one executive who left the company in December 2012.

The RC will consider by AGM FY14, whether to fully comply with the recommendation in the 2012 Code to have an annual remuneration report, and (i) whether that report should include the aggregate amount of any termination, retirement and post-employment benefits that may be granted to directors, the CEO and the top five key management personnel, and (ii) whether the terms of the LTIP should be disclosed to enable shareholders to assess the benefits and potential cost to the companies, and (iii) description of the performance conditions to which entitlement to short term and long term incentives are subject.

There are no employees who are immediate family members of a Director or the CEO, whose remuneration exceeds $50,000 during the year.

accountability

principle 10: the board should present a balanced and understandable assessment of the companys performance, position and prospects

The Board provides a balanced and understandable assessment of the Companys performance, position and prospects, through quarterly and full-year financial results announcements and other price sensitive public announcements.

The management provides all members of the Board with monthly management accounts which present an assessment of the Companys performance, position and prospects. The Company releases monthly operating statistics on the Groups performance, providing information on revenue passenger-kilometers, capacity, passenger load factors, and number of passengers carried to enable stakeholders to be updated on the Companys performance.

Announcements of material information and disclosure pursuant to regulatory requirements are made in a timely matter via SGXNet. For FY13, the Company made over 70 SGXNet announcements.


Written policies, where appropriate, to ensure compliance with legislative and regulatory requirements, are being established and will be in place by AGM FY14.

risk management and internal controls

principle 11: sound system of risk management and internal controls

The Board is responsible for the governance of risk, with assistance from the AC and the RMC.

The Board ensures that management maintains a sound system of risk management and internal controls to safeguard shareholders interests and the companys assets. To assist in this process, the Group has outsourced the internal audit function, established the RMC during FY13 and has engaged an external risk management consultant. With the help of the external risk management consultant, the Board will establish an Enterprise Risk Management framework where risks are identified and ranked accordingly and risk mitigation strategies are put in place by AGM FY14.

The members of the RMC are Messrs. Joseph Yuvaraj Pillay (RMC Chairman), Hsieh Fu Hua, Poad Bin Shaik Abu Bakar, Gerard Yeap Beng Hock and Lang Tao Yih Arthur and their responsibilities are to assist the Board in carrying out its responsibility of overseeing the Groups risk management framework and policies.

The internal control system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable, but not absolute, assurance against material misstatement or loss.

The Board annually reviews the adequacy and effectiveness of the Groups risk management and internal control systems which include financial, operational (including information technology), and compliance controls.

The Board has received assurance from the CEO and the CFO on the effectiveness of the Groups risk management and internal control systems and that the Groups financial records have been properly maintained and the financial statements give a true and fair view of the Groups operations and finances.

Based on the internal controls established and maintained by the Company and its subsidiaries, work performed by the internal and external auditors, and reviews performed by management, various Board Committees and the Board, the RMC, the AC and the Board are of the opinion that the Company and its subsidiaries internal controls, addressing financial, operational and compliance risks, were adequate as at 31 March 2013.

audit committee

principle 12: establishment of audit committee with written terms of reference

The AC comprises entirely of Independent NEDs, namely, Messrs. Poad Bin Shaik Abu Bakar Mattar (AC Chairman), Yap Chee Keong, Lee Chong Kwee and de Vaz Don Emmanuel Maurice Rosairo.

Messrs. Poad and Yap are members of the Institute of Certified Public Accountants of Singapore. Mr. Lee has a Certified Diploma in Accounting and Finance from The Chartered Association of Certified Accountants.

The duties of the AC include:

(a) Reviewing significant financial reporting issues to ensure the integrity of the financial statements and any formal announcements relating to financial performance;

(b) Reviewing the scope and results of the external audit and its cost effectiveness, and the independence and objectivity of the external auditors;

(c) Reviewing the adequacy of the internal controls at least annually and the statements to be included in the annual report concerning the adequacy of the internal controls and reporting to the Board;

(d) Reviewing any interested person transactions (IPTs) as defined in the SGX listing manual;

(e) Monitoring and reviewing the effectiveness of the internal audit function;

(f) Making recommendations to the Board on the appointment of the external auditor, and approving its remuneration and terms of engagement.



The AC has explicit authority to investigate any matter within its TOR, full access to and co-operation of management and full discretion to invite any Director or executive officer to attend its meetings, and reasonable resources to enable it to discharge its functions properly.

The AC members are provided with updates by the external auditor, at least annually, on new and effective accounting standards including the accounting impact to the Group.

The AC meets with the external auditors and the internal auditors, in each case without the presence of management, at least annually.

The AC also performed independent reviews of the financial statements of the Company before the announcement of the Companys quarterly and full-year financial results. In addition, the AC reviewed and approved both the internal auditors and the external auditors plans. All audit findings and recommendations presented by the internal auditors and external auditors were also reviewed during AC meetings and significant issues were discussed.

For FY13, the AC has reviewed the independence of the external auditors through discussions with the external auditors. The AC has also reviewed the aggregate amount of fees paid to the external auditors for FY13 and the breakdown of the fees paid in total for audit and non-audit services, and is satisfied that the value and volume of non-audit services performed by the external auditors would not affect their independence and objectivity.

Ernst & Young LLP, the external auditors, has confirmed that they are registered with the Accounting and Corporate Regulatory Authority and are thus in compliance with Rule 712(2) of the Listing Rules. Ernst & Young LLP are engaged to audit the accounts of the Company, its subsidiaries and its associated companies.

PricewaterhouseCoopers LLP (PwC) is the Companys out-sourced internal auditors in the financial year under review. Since their appointment, they have facilitated a risk workshop for management to identify the key internal control risks faced by the Company, and have developed an internal audit plan and performed internal audits to review the Companys key internal controls. The AC meets PwC on a quarterly basis, and has reviewed and approved their internal audit plan and all work performed by them. The AC will continue to work together with PwC to monitor and evaluate the Companys key internal controls. The AC also reviewed the adequacy of the internal audit function and is satisfied that the internal auditors are adequately resourced to discharge their duties effectively.

The Company has in place a Whistle Blowing Policy which provides the mechanism by which employees may raise concerns in confidence about possible wrongdoing in financial reporting or other matters. A Whistle Blowing Committee ensures the strict confidence of all reported incidents and the anonymity of the employee reporting the incidents to the fullest extent reasonably practical. The Company protects the identity and interest of any employee who, in good faith, reports an incident or concern. The Whistle Blowing Policy is accessible to all employees on the Companys intranet. Anonymous complaints are not disregarded by the mere fact of the complaint being anonymous. The AC is satisfied that arrangements are in place for independent investigations of such matters and for appropriate follow-up actions if required.

On a quarterly basis, the AC reviewed the IPTs reported by management in accordance with the Companys Shareholders mandate for IPTs. The IPTs were also reviewed by the internal auditors. All findings were reported during the AC meetings.

internal audit

principle 13: effective and independent internal audit function

The Company outsources its internal audit function to PriceWaterhouseCoopers (PwC). The AC reviews the scope of work and deliverables by PwC who in turn ensures adequate staffing to fulfill the scope of work agreed upon.

The role of the internal auditors is to assist the AC to review and evaluate the Companys key controls and procedures in accordance with the approved internal audit plan and to undertake investigations as directed by the AC. The internal auditors have unfettered access to all the Companys documents, records, properties and personnel, including direct access to the AC. Issues of concern are reported to the AC Chairman directly.

During the year, the internal auditors adopted a risk-based auditing approach that focused on key internal controls, including financial, operational and compliance controls. All internal audit reports were submitted to the AC for deliberation with copies of reports extended to the Chairman and the relevant members of management. The summary of findings and recommendations were also discussed at AC meetings.

The AC undertakes an independent review on the effectiveness and adequacy of the internal audit function annually.


communication with shareholders

principle 14: fair and equitable treatment of shareholders

The Company keeps shareholders informed of material information and changes in the Company or its business which may materially affect the price or value of the Companys shares. The Company releases such information in a timely manner through SGXNet announcements.

The Company strongly enc

FY13 Tigerair Annual Report

Documents

Transcript of FY13 Tigerair Annual Report