NTUC Income AR 2019

CORPORATE GOVERNANCE Board Composition The Board comprises 11 members as follows: Chairman Ronald Ong Deputy Chairman Kee Teck Koon Directors Sung Cheng Chih Richard Shermon Choong Tuck Oon Pang Wai Yin Joy Tan Sim Hwee Hoon Sim Hwee Cher Neo Chin Vincent Lien Ms Neo Chin was co-opted to the Board on 15 April 2019 and formally elected at the AGM on 24 May 2019. Mr Vincent Lien was co-opted to the Board on 3 October 2019. Mr Heng Chee How stepped down from the Board on 19 March 2019 and Mr Lau Wing Tat retired from the Board at the AGM on 24 May 2019. 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 comprises talks and seminars organised by external organisations, talks by invited speakers at Board and Board Committee meetings 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 two directors to be independent. The non-independent directors are Mr Ronald Ong who is non-independent due to business relationship and Mr Kee Teck Koon who is connected to NTUC Enterprise Co-operative Limited, the Co-operative’s substantial shareholder. The current composition of the Board satisfies the statutory requirement of having a majority of independent directors. ANNUAL REPORT 2019 19