NTUC Income AR 2017

CORPORATE GOVERNANCE INTRODUCTION NTUC Income (“Income“) adopts a high standard of corporate governance consistent with best practices. Its framework of corporate governance policies and practices is in line with the Guidelines on Corporate Governance issued by the Monetary Authority of Singapore (MAS), the Insurance (Corporate Governance) Regulations (ICGR), the Co-operative Societies Act and the By-laws of Income. Income recognises the importance of having a set of well-defined corporate governance processes to enhance performance and accountability, to sustain business integrity and to safeguard the interest of its stakeholders. The promotion of corporate transparency, integrity and accountability at all levels of the organisation is led by the Board and assisted by the management team. BOARD GOVERNANCE Board Roles and Responsibilities The Board of Directors oversees the affairs of the Co-operative, including setting its strategic direction and long-term goals, and reviewing its performance. The principal duties of the Board include: • Approving broad policies, strategies and objectives of the organisation • Monitoring management performance, including the implementation of strategies, policies and business results • Approving annual budgets (capital and operating), major fund proposals, and investment and divestment proposals • Overseeing investment management including approval of investment policy and strategy • Overseeing the processes for evaluating the adequacy of internal controls, risk management, financial reporting and compliance • Overseeing talent acquisition, development and retention, including compensation polices and succession planning • Assuming responsibility for corporate governance including reviewing the code of conduct and standards of business practice Matters which require specific Board approval/endorsement include, but are not limited to the following: • investments, risks, capital expenditure, borrowings, forgiveness of debts and loan write offs exceeding delegated limits • material acquisition and disposal of assets • bonus declaration to policyholders • share issuance and dividend declaration • amendments to the By-laws • appointment of directors and key executives • every transaction with a related party • opening of bank accounts and authorised signatories to operate the accounts • authorised signatories for documents executed under common seal • any other matter as required under the By-laws and applicable laws and regulations The Board exercises stewardship in directing the Co-operative towards achieving its objectives. It ensures that the Co-operative adopts sound corporate governance practices, complies with applicable laws and regulations, and has the necessary measures in place to achieve its objectives. It monitors management performance and emphasises professionalism and honesty in all dealings, and at all levels in the organisation so as to sustain the Co-operative’s standing, image and reputation. ANNUAL REPORT 2017 EVERY DAY MADE DIFFERENT 15