Charting the course

Executive Committee

The Executive Committee comprises Dr Lee Tih Shih (Chairman), Mr Andrew Lee and Dr Andrew Khoo. A majority of the Committee, i.e. Mr Andrew Lee and Dr Andrew Khoo, are independent Directors.

The Committee has written terms of reference that describe the responsibilities of its members.

The Executive Committee oversees – within the parameters delegated by the Board – the management of the business and affairs of the Bank and the Group. It reviews the Bank’s policies, principles, strategies, values, objectives and performance targets. These include investment and divestment policies. It also endorses such other matters and initiates such special reviews and actions as are appropriate for the prudent management of the Bank.

Nominating Committee

The Nominating Committee comprises Dr Andrew Khoo (Chairman), Mr Andrew Lee, Ms Christina Ong, Mr Pramukti Surjaudaja and Ms Tan Yen Yen. All members, other than Mr Pramukti Surjaudaja, are independent Directors.

The Committee has written terms of reference that describe the responsibilities of its members.

The Nominating Committee plays a vital role in reinforcing the principles of transparency, accountability and meritocracy at the Bank. It plans for board succession and ensures that only the most competent individuals capable of contributing to the success of the organisation are appointed, taking into account diversity, gender equality and sustainability considerations. This includes reviewing all nominations for the appointment or reappointment, election or re-election as well as resignation or retirement of Directors and members of the Executive Committee, Remuneration Committee, Audit Committee, Risk Management Committee, Ethics and Conduct Committee and Board Sustainability Committee. The Nominating Committee also has oversight of the appointments of directors to boards of key subsidiaries to ensure governance standards are aligned with the Bank’s. On an annual basis, the Nominating Committee is charged with determining whether or not a Director is independent, capable of carrying out the relevant duties and qualified to remain in office. In addition, it reviews nominations for the appointment as well as dismissal, resignation or retirement of senior management, including the Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Risk Officer and Chief Operating Officer. It makes recommendations to the Board on relevant appointments, including the compensation package for offer of employment, promotion and cessation of employment. The Nominating Committee reviews obligations arising in the event of the termination of the contracts of service of executive Directors and senior management, to ensure such contracts contain fair and reasonable termination clauses. It also oversees the overall talent management framework and programmes, including the disclosure of related target metrics.

Audit Committee

The Audit Committee comprises Mr Chua Kim Chiu (Chairman), Ms Chong Chuan Neo, Mr Seck Wai Kwong and Ms Tan Yen Yen. All members, including the Chairman, are independent Directors and have recent and relevant accounting or related financial management expertise or experience. The Audit Committee members are not partners of PricewaterhouseCoopers LLP, the external auditor of the Bank, and hold no financial interest in the firm.

The Audit Committee performs the functions specified in the Companies Act, the Code of Corporate Governance 2018 (the Code), the Singapore Exchange Securities Trading Limited (SGX-ST) Listing Manual, and the corporate governance regulations and guidelines issued by the Monetary Authority of Singapore (MAS).

The Committee has written terms of reference that describe the responsibilities of its members. The Board approves the terms of reference of the Audit Committee. The Committee may meet any time and no fewer than four times a year. It has full access to and co-operation from management, and has the discretion to invite any Director and executive officer to attend its meetings. It has explicit authority to investigate any matter within its terms of reference.

Remuneration Committee

The Remuneration Committee comprises Ms Christina Ong (Chairman), Mr Andrew Lee, Dr Andrew Khoo and Mr Pramukti Surjaudaja. All members are non-executive Directors and, other than Mr Pramukti Surjaudaja, are also independent Directors. All are knowledgeable in executive compensation matters, given their extensive experience in senior corporate positions and major appointments.

The Committee has written terms of reference that describe the responsibilities of its members.

The Remuneration Committee recommends to the Board a framework for determining the remuneration of executive officers, and reviews the remuneration practices to ensure that they are aligned with the approved framework. It is empowered to review the human resource management policies and the policies governing the compensation of executive officers of the Bank and its subsidiaries, as well as the remuneration of senior executives and Directors. In its assessment of the performance and compensation of senior executives, the Remuneration Committee may take into consideration factors such as job function, business risk and overall performance of the organisation, as well as sustainability performance criteria. The Remuneration Committee also administers the Bank’s employee share ownership schemes. In its deliberations, the Remuneration Committee takes into account remuneration principles, practices and standards that may be specified by MAS from time to time.

Risk Management Committee

The Risk Management Committee, which supports the Board in performing its risk oversight responsibilities, comprises Mr Andrew Lee (Chairman), Mr Chua Kim Chiu, Mr Seck Wai Kwong, Ms Tan Yen Yen and Ms Helen Wong. All members, other than Ms Helen Wong, are independent Directors. All members have the relevant technical financial expertise in risk disciplines or businesses to discharge their responsibilities. Mr Chua Kim Chiu, Mr Seck Wai Kwong and Ms Tan Yen Yen also serve on the Audit Committee. The common membership helps to facilitate communication and foster the sharing of information and knowledge between the two Committees.

The Committee has written terms of reference that describes the responsibilities of its members.

The Committee reviews the overall risk management philosophy in line with the overall corporate strategy as set and approved by the Board. It oversees the establishment and operation of independent risk management systems and frameworks for identifying, measuring, monitoring, controlling and reporting risk on an enterprise-wide basis. This includes ensuring the adequacy of risk management practices for material risks such as credit, market, liquidity, operational, information security and digital, conduct, financial crimes (including money laundering, terrorism financing and fraud), legal, regulatory, reputational, strategic as well as ESG (including climate) risks.

The Committee reviews the scope, effectiveness and objectivity of the Group Risk Management Division. It ensures that the risk management function has appropriate independent reporting lines and is adequately resourced with experienced and qualified employees to monitor risk by the various risk categories. It approves the risk management frameworks, internal control systems and major policies, as well as reviews the risk appetite statement, risk disclosure policy and risk management principles for the approval of the Board. It also reviews the risk profile, risk tolerance level and risk strategy of the Bank for effective risk management, as well as the risk reports to monitor and control risk exposures. The Chief Risk Officer has direct reporting lines to the Committee and CEO.

Ethics and Conduct Committee

The Ethics and Conduct Committee supports the Board in overseeing efforts to build and maintain a strong and responsible organisational culture firmly founded on the Bank’s LIFRR core values and the spirit of long-term thinking. The Committee comprises Ms Christina Ong (Chairman), Mr Andrew Lee and Ms Chong Chuan Neo. All members are independent Directors.

The Committee has written terms of reference that describe the responsibilities of its members.

The Committee reviews and assesses the state, adequacy, effectiveness and relevancy of the Bank’s culture and conduct programmes and initiatives. Such review and assessment take into account regulatory policies, guidelines and expectations and desired outcomes. As part of its oversight on sustainability matters, the Committee also oversees management of employee practices (including employees’ wellbeing and diversity and inclusion), and ethical conduct (including antibribery, anti-corruption and fair dealing), and considers the Bank’s position on matters relating to human rights. Management will also apprise the Committee of key communication programmes to stakeholders on core values, desired behaviours, ethics, culture and conduct.

Board Sustainability Committee

The Board Sustainability Committee was established on 7 February 2023 to support the Board in its oversight of the Bank’s sustainability matters in conjunction with other relevant Board Committees. The Committee comprises Ms Chong Chuan Neo (Chairman), Mr Andrew Lee and Ms Helen Wong. The members, other than Ms Helen Wong, are independent Directors.

The Committee has written terms of reference that describe the responsibilities of its members.

The Committee provides strategic direction on sustainability matters, with a focus on climate and environment (including net zero for financed emissions and carbon neutrality for operational emissions), social, and broader sustainability agenda that are not under the purview of other Board Committees. It approves and oversees the management and monitoring of ESG factors that are material to the business and considers the Bank’s position on relevant emerging sustainability trends and issues. It also approves the Bank’s Board statements, sustainability report and related disclosures.