My first Publication ocbc_ar17_fullreport_english | Page 65

CORPORATE GOVERNANCE
OCBC Bank is fully committed to integrity and fair dealing in all its activities, and upholds the highest standards of
corporate governance. The Bank complies with the Banking (Corporate Governance) Regulations 2005 and adopts
in all material aspects the principles laid down under the corporate governance guidelines issued by the Monetary
Authority of Singapore (“MAS”) that comprises the Singapore Exchange Securities Trading Limited (“SGX-ST”)’s Code
of Corporate Governance 2012 (the “Code”) and supplementary principles and guidelines prescribed by the MAS.
A summary of the disclosures made
pursuant to the Bank’s corporate
governance arrangements are provided
on pages 78 to 80 of this Annual Report.
BOARD MATTERS
PRINCIPLE 1: THE BOARD’S CONDUCT
OF AFFAIRS
The Board is elected by the shareholders
to supervise the management of the
business and affairs of the Bank. The prime
stewardship responsibility of the Board
is to ensure the viability of the Bank and
to ensure that it is managed in the best
interests of the shareholders as a whole
while taking into account the interests of
other stakeholders. The Bank has a board
charter approved by the Board.
Broadly, the responsibilities of the Board
include the following:
• reviewing and approving overall
business strategy as well as
organisation structure, as developed
and recommended by management;
• ensuring that decisions and
investments are consistent with
long-term strategic goals;
• ensuring that the Bank operates in
such a way as to preserve its financial
integrity and in accordance with
policies approved by the Board;
• overseeing, through the Audit
Committee, the quality and integrity
of the accounting and financial
reporting systems, disclosure controls
and procedures and internal controls;
and, through the Risk Management
Committee, the quality of the risk
management processes and systems;
• providing oversight in ensuring that
the Bank’s risk appetite and activities
are consistent with its strategic
intent, the operating environment
and effective internal controls, as
well as capital sufficiency and
regulatory standards;
• overseeing, through the Risk
Management Committee, the
establishment and operation of
an independent risk management
system for managing risks on an
enterprise-wide basis, the adequacy
of the risk management function
(including ensuring that it is
sufficiently resourced to monitor
risk by the various risk categories
and that it has appropriate
independent reporting lines), and
the quality of the risk management
processes and systems;
• reviewing any transaction for the
acquisition or disposal of assets that
is material to the Bank;
• ensuring that the necessary human
resources are in place for the Bank to
meet its objectives;
• reviewing management performance
and ensuring that management
formulates policies and processes
to promote fair practices and high
standards of business conduct by staff;
• establishing corporate values and
standards, emphasising integrity,
honesty and proper conduct at
all times with respect to internal
dealings and external transactions,
including situations where there are
potential conflicts of interest;
• overseeing, through the Nominating
Committee, the appointments,
re-election and resignation of
Directors of the Bank as well as
the appointment, dismissal and
resignation of senior management,
ensuring that principles of
transparency and meritocracy
are observed;
• overseeing, through the Remuneration
Committee, the design and operation
of an appropriate remuneration
framework, and ensuring that
remuneration practices are aligned
to and in accord with the
remuneration framework;
• providing a balanced and
understandable assessment of the
Bank’s performance, position and
prospects, including interim and
other price-sensitive public reports
as well as reports to regulators;
• ensuring that obligations to
shareholders and others are
understood and met;
• maintaining records of all meetings
of the Board and Board Committees,
particularly records of discussion on
key deliberations and decisions taken;
• identifying the key stakeholder
groups, recognising that perceptions
affect the Bank’s reputation; and
• considering sustainability issues,
e.g. environmental and social factors,
as part of strategy formulation.
Board Approval
The Bank has documented internal
guidelines for matters that require Board
approval. Matters which are specifically
reserved for Board approval, amongst
others, are:
• material acquisition and disposal
of assets;
• corporate or financial restructuring; and
• share issuance, dividends and other
returns to shareholders.
BUILDING ON OUR CORPORATE STRATEGY FOR SUSTAINABLE GROWTH
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