NTUC Income AR 2017

CORPORATE GOVERNANCE Board Composition The Board comprises 10 members as follows: Chairman Stephen Lee Deputy Chairman Kee Teck Koon Directors Sung Cheng Chih Richard Shermon Heng Chee How Choong Tuck Oon Lau Wing Tat Pang Wai Yin Sim Hwee Hoon Joy Tan Dr Audrey Chin and Mr Philip Eng retired from the Board with effect from the 47 th AGM held on 26 May 2017. Dr Chin was appointed as external member of the Investment Committee from 27 May 2017. Mr Kevin Scully stepped down as director on 29 May 2017. Mr Eric Seah was appointed as external member of the Risk Management Committee with effect from 1 November 2017. The Nominating Committee (NC) is of the view that diversity on the Board in terms of background and experience is important. It has assessed the skills of the directors and agreed that the desired competencies include accounting, actuarial, auditing, finance, insurance, investments, legal, information technology, human resource management and risk management. The directors collectively possess a wide spectrum of these competencies. There is a good mix of general business background and specialist skills. With their broad knowledge, expertise and experience from different industries, the Board provides valuable insights and advice to management. The NC has formalised a continuous development programme for the directors to further equip them with appropriate skills to perform their roles on the Board and Board Committees. The continuous development programme will comprise talks and seminars organised by external organisations, talks by invited speakers at Board and Board Committee meetings (or other separate occasion) and the training component from presentations on technical issues made at such meetings. Directors’ Independence The MAS Guidelines on Corporate Governance and the ICGR advocate a strong and independent element on the Board so that it is able to exercise objective judgment independent from management and substantial shareholders. The NC determines the independence of the directors prior to appointment and annually, based on criteria set out in the Corporate Governance Guidelines and ICGR. Such criteria include whether a director’s length of service has affected his/ her independence, and any relationship with the Co-operative, its related companies or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent business judgment with a view to the best interests of the Co-operative. The NC considers all but four directors to be independent. The non-independent directors are Mr Stephen Lee, Mr Kee Teck Koon and Mr Heng Chee How, all of whom are connected to NTUC Enterprise, the Co-operative’s substantial shareholder, and Ms Joy Tan who is non-independent due to business relationship. The current composition of the Board satisfies the statutory requirement of having a majority of independent directors. ANNUAL REPORT 2017 NTUC INCOME INSURANCE CO-OPERATIVE LIMITED 16