NTUC Income AR 2018

Chairman and Chief Executive The roles of the Chairman and Chief Executive are distinct and separate, with a clear division of responsibilities. This is consistent with the principle of ensuring a balance of power and authority. It also provides for greater accountability and independent decision making. The Chairman leads the Board and ensures its effectiveness in all aspects of its role. He promotes high standards of corporate governance and steers the Board towards making sound decisions. He ensures that active and comprehensive discussions are held on all matters brought up to the Board, and encourages constructive relations between the Board and senior management. The Chairman plays a key role at the AGM in fostering constructive dialogue between the members of the Co-operative, the Board, and senior management. Members’ questions and concerns are addressed at the AGM. The Chief Executive is the most senior executive and assumes executive responsibility for the Co-operative’s business. He oversees the execution of the Co-operative’s corporate and business strategy and is overall responsible for managing its operations. Lead Independent Director As the Chairman is non-independent, Dr Sung has been appointed as the lead independent director on the Board. This is in line with the Guidelines on Corporate Governance. The lead independent director provides independent leadership on the Board in situations where the Chairman may face potential conflicts, and acts as a sounding board for the Chairman. The independent directors meet at least annually without the presence of the other directors, and the lead independent director provides feedback to the Chairman after the meeting. Board Training The Co-operative has an induction programme to provide new directors with structured training which includes introductory information on the Co-operative, briefings by senior management on topics such as the Co-operative’s history, corporate profile and structure, key performance measures, strategy, business plan and risk management. Management ensures that the Board receives regular reports on the Co-operative’s financial performance and operations, and is provided with relevant information to facilitate discussions on specific matters and issues. The Board is also regularly briefed on accounting and regulatory changes, as well as on major industry and market developments. Information on appropriate external training programmes and seminars are also circulated as part of the continuous development programme for directors. Board Evaluation The Board has implemented an annual evaluation process which is carried out by the NC to assess the performance and effectiveness of the Board as a whole. All directors participate in the evaluation which is conducted through confidential completion of an evaluation questionnaire. The Board evaluation covers a wide range of matters including Board Composition, Board Process, Board Accountability, Board Committee Effectiveness, Standard of Conduct and Social Impact. The evaluation results and feedback are collated and discussed by the NC. The results of the evaluation exercise are also presented to the Board for discussion. BOARD COMMITTEES The Board has established five Board Committees to assist it in carrying out its oversight of the operations and business affairs of the Co-operative. The five Board Committees are the Audit, Investment, Risk Management, Nominating, and Human Resource and Remuneration Committees. The Board has delegated authority and powers to these Committees to monitor and have oversight over specific areas. The composition of the Board Committees satisfies the independence requirements stipulated in the Guidelines on Corporate Governance and the ICGR. Each Committee has its own clearly defined terms of reference which describe its objectives, composition, and key duties and responsibilities. The respective terms of reference are reviewed periodically to ensure alignment to the Notices and Guidelines issued by the MAS. Corporate Governance 20 HAND IN HAND