My first Publication ocbc_ar17_fullreport_english | Page 66

CORPORATE GOVERNANCE
The Board approves transactions
exceeding certain threshold limits, while
delegating authority for transactions
below those limits to the Board
Committees and management to
optimise operational efficiency.
Board Committees
While the Board has ultimate
responsibility for the affairs of the
Bank, various Board committees have
been established to assist the Board in
discharging its duties more effectively.
The Board committees have clearly-
defined terms of reference and changes
to the terms require Board approval.
The Board and its Committees maintain
records of all meetings setting out in
detail key deliberations and decisions
taken. The minutes of each Committee
meeting are also circulated to members of
the Board who are not members of that
particular Committee. The composition
and summary terms of reference of each
of these committees are as follows.
•  Executive Committee
The Executive Committee comprises
Mr Ooi Sang Kuang (Chairman),
Dr Lee Tih Shih, Mr Quah Wee Ghee,
Mr Tan Ngiap Joo, Mr Samuel N. Tsien
and Mr Wee Joo Yeow. A majority of
the Committee, i.e. Mr Ooi Sang Kuang,
Mr Quah Wee Ghee, Mr Tan Ngiap Joo
and Mr Wee Joo Yeow, are
independent Directors.
The Committee has written terms
of reference that describe the
responsibilities of its members.
The Executive Committee oversees –
within the parameters delegated by
the Board – the management of the
business and affairs of the Bank and the
Group. It reviews the Bank’s policies,
principles, strategies, values, objectives
and performance targets. These include
investment and divestment policies.
It also endorses such other matters
and initiates such special reviews and
actions as are appropriate for the
prudent management of the Bank.
• Nominating Committee
The Nominating Committee comprises
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OCBC ANNUAL REPORT 2017
Mr Tan Ngiap Joo (Chairman),
Mr Ooi Sang Kuang, Mr Lai Teck Poh,
Dr Lee Tih Shih and Mr Wee Joo Yeow.
A majority of the Committee,
i.e. Mr Tan Ngiap Joo, Mr Ooi Sang Kuang,
Mr Lai Teck Poh and Mr Wee Joo Yeow,
are independent Directors.
The Committee has written terms
of reference that describe the
responsibilities of its members.
The Nominating Committee plays a
vital role in reinforcing the principles
of transparency and meritocracy at the
Bank. It plans for board succession and
ensures that only the most competent
individuals capable of contributing to the
success of the organisation are appointed.
This includes reviewing all nominations
for the appointment, election or re-
election – as well as resignations – of
Directors of the Bank and members of
the Executive Committee, Remuneration
Committee, Audit Committee and
Risk Management Committee. The
Nominating Committee is also charged
with determining annually whether or
not a Director is independent, capable
of carrying out the relevant duties and
qualified to remain in office. In addition,
it reviews nominations for and dismissals
or resignations of senior management
positions in the Bank, including the
Chief Executive Officer ("CEO"), Chief
Operating Officer, Chief Financial Officer,
Chief Risk Officer and Chief Information
Officer (Head, Group Operations and
Technology). It makes recommendations
to the Board on all such appointments,
including the compensation package
for offer of employment, promotion
and cessation of employment. The
Nominating Committee reviews
obligations arising in the event of
the termination of the contracts of
service of executive Directors and
senior management, to ensure such
contracts contain fair and reasonable
termination clauses.
• Audit Committee
The Audit Committee comprises
Mr Chua Kim Chiu (Chairman),
Mr Lai Teck Poh, Ms Christina Ong and
Mr Tan Ngiap Joo. All the Committee
members are independent Directors.
Three members, including the Chairman,
have recent and relevant accounting or
related financial management expertise
or experience. The members have not
been partners or directors of KPMG, the
external auditors, and none of them hold
any financial interest in KPMG.
The Audit Committee performs the
functions specified in the Companies Act,
the Code, the SGX-ST Listing Manual and
MAS’ corporate governance regulations
and guidelines.
The Committee has written terms
of reference that describe the
responsibilities of its members. The Board
approves the terms of reference of the
Audit Committee. The Committee may
meet at any time and no fewer than four
times a year. It has full access to and
co-operation from management, and has
the discretion to invite any Director and
executive officer to attend its meetings.
It has explicit authority to investigate any
matter within its terms of reference.
Further information on the Audit
Committee is provided under Principle 12
on pages 74 and 75.
• Remuneration Committee
The Remuneration Committee
comprises Mr Wee Joo Yeow (Chairman),
Mr Ooi Sang Kuang, Ms Christina Ong,
Mr Quah Wee Ghee and Mr Tan Ngiap
Joo. All are independent Directors
well-versed in executive compensation
matters, given their extensive experience
in senior corporate positions and major
appointments.
The Committee has written terms of
reference that describe the responsibilities
of its members.
The Remuneration Committee
recommends to the Board a framework
for determining the remuneration of
executive officers, and reviews the
remuneration practices to ensure that they
are aligned with the approved framework.
It is empowered to review the human
resource management policies and the
policies governing the compensation of
executive officers of the Bank and its