NTUC Income AR 2019

CORPORATE GOVERNANCE 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 four times during the year. The key areas reviewed were the assessment of new Board candidates, the skills and competencies required 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 Board and key executive positions. Human Resource & Remuneration Committee The Human Resource & Remuneration Committee (HRRC) comprises four members as follows: Chairperson Sim Hwee Hoon Members Kee Teck Koon Sung Cheng Chih Joy Tan The key duties and responsibilities of the HRRC are to: • Review and recommend to the Board a framework for determining the remuneration of non-executive directors, external members of Board Committees and the Chief Executive • Review and approve a framework for determining remuneration, based on the factors set out in the prevailing Insurance (Corporate Governance) Regulations, including any amendment thereto • Review and approve the remuneration plans and actual pay-out for senior management, defined as Senior Vice Presidents and above, and for the Chief Executive only, in consultation with the Board Chairman, such that remuneration practices do not create incentives for inappropriate risk-taking behaviour • Review appointments and terminations of senior management • Establish the selection criteria and appointment for remuneration consultants • Review the talent management framework and progress, approve succession and development plans for senior management annually • Have oversight over the organisation‘s culture and conduct, and ensure linkage with associated levers such as compensation and talent planning 26 HERE FOR SURE