NTUC Income AR 2017

CORPORATE GOVERNANCE The key duties and responsibilities of the NC are to: • Lead the process of appointing the key position holders, with the approval of the Board, as required under the ICGR; • Formulate succession plans for the executive team and key roles such as Chairman and Chief Executive; • Determine the criteria to be applied in identifying suitable candidates, and review nominations and re-nominations for appointments to the Board of Directors and Board Committees; • Identify candidates and review all nominations for the appointment of the Chief Executive, Deputy Chief Executive, any actuary appointed with the approval of the MAS, Chief Financial Officer and Chief Risk Officer; • Review the reasons provided by each director, each member of the Board Committees, the Chief Executive, Deputy Chief Executive, any actuary appointed with the approval of the MAS, Chief Financial Officer and Chief Risk Officer for his/her resignation from his/her appointment; • Assess each candidate or nominee such that he/she is fit and proper for office and is qualified for the office, taking into account the candidate’s or nominee’s track record, age, experience, capabilities, skills and such other factors as may be deemed relevant; • Recommend to the Board on the development of a process for the annual evaluation of the performance of the Board, Board Committees and directors; • Assess the skills of the directors on an annual basis, and identify whether the Board or Board Committees lack any skills to perform their roles effectively, and identify steps to improve the effectiveness of the Board and Board Committees; • Determine the independence of each director prior to every AGM, based on the definition and criteria set out in the provisions of the prevailing ICGR, including any amendment thereto; • Review and assess, prior to every AGM, whether each existing director remains qualified for the office using the criteria set out in the provisions of the prevailing ICGR, including any amendment thereto, and to notify MAS in writing of the review and assessment; • Decide whether a director with multiple board representations is able to and has been adequately discharging his or her duties, taking into account the number of board representations and other principal commitments; • Recommend to the Board concerning the membership of the Board Committees; • Review the adequacy of Board training and education. The NC assists the Board to evaluate the suitability of candidates for appointment to the Board by ensuring that competent and qualified individuals capable of contributing to the success of the organisation are considered. It reviews and recommends all director appointments for the Board’s endorsement. It also ensures that the composition of the Board comprises a diverse range of skills and expertise so that management can tap on the knowledge and experience of Board members. The NC also reviews the independence of each Board member on an annual basis as well as whether each director remains qualified for office. In keeping with good corporate governance, all directors are subject to re-nomination and re-election once every three years. In addition, all new nominations to the Board require the prior approval of the MAS. The NC is mindful that directors who serve on multiple boards may be faced with competing time commitment. Although the NC has not imposed a formal limit on the number of directorships which a director may hold, it requires each director to declare annually that he/she is able to devote sufficient time and attention to the Co-operative and to adequately discharge his/her duties as director. The NC has reviewed and is satisfied that directors who currently hold multiple board representations are able to devote adequate time and attention to discharge their duties effectively. The NC met five times during the year. The key areas reviewed were the assessment of new Board candidates, the skills and competencies needed on the Board, the composition of the Board Committees and independence of directors. The NC also carried out the annual Board evaluation exercise. In addition, the NC met to assess candidates for the Board and key executive positions. ANNUAL REPORT 2017 NTUC INCOME INSURANCE CO-OPERATIVE LIMITED 22