My first Publication ocbc_ar17_fullreport_english | Page 68

CORPORATE GOVERNANCE
Board Orientation and Development
A formal appointment letter and a
director’s handbook are provided to every
new Director. The handbook sets out,
along with other corporate information,
the time commitment required and the
duties and obligations of Directors, as
well as relevant rules and regulations
such as those relating to the Banking
Act and SGX-ST Listing Manual. The
Bank conducts a focused orientation
programme, presented by the CEO
and senior management, to familiarise
new Directors with its business and
governance practices. The programme
also enables the new Directors to be
acquainted with senior management,
thereby facilitating the latter’s interaction
with and access to the Directors.
Arrangements are made for new
Directors to visit the Bank’s operations
and facilities.
On a continuing basis, the Directors
receive appropriate development to
perform their roles on the Board and
its committees. This includes updates
on regulatory developments and their
impact on business, new business and
products, accounting and finance,
corporate governance, risk management
and anti-money laundering issues as
well as Fintech and cyber security,
which are provided by subject matter
experts from within and outside the
Bank. When deciding on the scope of
the development to be provided, the
knowledge and skills required to enable
Directors to properly discharge their
duties as members of the Board and its
committees are taken into account.
The Directors participate in external
courses as and when needed, including
participation in programmes conducted
by the Singapore Institute of Directors,
where relevant. The Bank funds the
training and development programmes
that it arranges for existing and new
Directors. There is a formal record of all
attendance at training sessions.
Training and updates provided to
Directors in 2017 were on subjects
that included:
66
OCBC ANNUAL REPORT 2017
• Blockchain as an Enabler
• Insurance Innovations in the
Internet Era
• Implementation of Financial
Reporting Standard 109
• Cyber Security Advance Capabilities
and Cyber Risk Program for Board
• FinTech Developments –
Cloud Computing
• Technological Disruption – Key Trends
and Insights
• Trend of Indonesian Economics
and Politics
• Bank’s State of Readiness against
Cyber Threats
• Anti-Money Laundering/Countering
the Financing of Terrorism
• Recent Developments in Islamic
Banking in Malaysia
• Key Capabilities of the Bank’s Data
Centre and Command Centre
• Guiding Principles for Digitalisation
and Approach Adopted by the Bank
PRINCIPLE 2: BOARD COMPOSITION
AND GUIDANCE
The Bank has majority representation
of independent Directors on its Board.
The Nominating Committee reviews
the independence of Directors at least
annually in accordance with internal due
diligence procedures and self-declarations
by the Directors.
An independent Director in OCBC
Bank is one who is independent of any
management, substantial shareholder,
business relationship with the Bank, and
who has not served for more than nine
years on the Board. The Board at present
comprises ten Directors of whom seven,
a majority, are independent Directors.
They are Mr Ooi Sang Kuang, Mr Chua
Kim Chiu, Mr Lai Teck Poh, Ms Christina
Ong, Mr Quah Wee Ghee, Mr Tan Ngiap
Joo and Mr Wee Joo Yeow.
Ms Christina Ong is senior partner and
co-chairman of Allen & Gledhill LLP ("A&G"),
which provides legal services to and
receives fees from the Bank. Her interest
in A&G is however less than five per cent.
She is also an independent director of
Singapore Telecommunications Limited
which provides telecommunication
services to and receives payments from
the Bank, not unlike many organisations
in Singapore. The Nominating Committee
is of the view that these business
relationships do not affect her disposition
to act independently.
Dr Lee Tih Shih is not independent of a
substantial shareholder. Mr Samuel N.
Tsien and Mr Pramukti Surjaudaja are not
independent of management. Mr Samuel
N. Tsien is executive Director and CEO.
Mr Pramukti Surjaudaja has an immediate
family member, a sister, who is chief
executive of the Bank’s subsidiary,
PT Bank OCBC NISP Tbk.
The Board assesses the diversity of
its members’ competency profiles,
including for gender representation, and
determines the collective skills required to
discharge its responsibilities effectively.
Steps are taken to improve effectiveness
where necessary. It is assessed that the
members of the Board as a group provide
skills and competencies that ensure
the effectiveness of the Board and its
committees. These include banking,
insurance, accounting, finance, law,
strategy formulation, business acumen,
management experience, understanding
of industry and customer, familiarity with
regulatory requirements and knowledge
of risk management. Details of the
Directors’ professional qualifications
and background can be found on
pages 14 to 17.
The non-executive Directors on the
Board constructively challenge and help
develop proposals on strategy, review the
performance of management in meeting
agreed goals and objectives, and monitor
the reporting of performance. They meet
during the year, without the presence of
management, to discuss the effectiveness
of management.
Separate sessions are also arranged for
the independent Directors to meet at
least once a year to ensure effective
corporate governance in managing the
affairs of the Board and the Bank.
Each year, the Board and senior
executives meet to develop or refresh
strategies for the Group.