My first Publication ocbc_ar17_fullreport_english | Page 69

PRINCIPLE 3: CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
The roles of the Chairman and the
CEO are separated, which is consistent
with the principle of instituting
an appropriate balance of power
and authority. The Chairman’s
responsibilities, to name a few,
include leading the Board to ensure its
effectiveness in all aspects of its role;
setting its meeting agenda; ensuring
that Directors receive accurate, timely
and clear information; ensuring effective
communication with shareholders;
encouraging constructive relations
between the Board and management;
facilitating the effective contribution
of non-executive Directors; ensuring
constructive relations between
executive and non-executive Directors;
and promoting high standards of
corporate governance. The Bank does not
appoint a Lead Independent Director as
the Chairman is an independent Director.
PRINCIPLE 4: BOARD MEMBERSHIP
As a principle of good corporate
governance, all Directors are subject to
re-nomination and re-election at regular
intervals and at least every three years.
The Bank’s Constitution provides for the
retirement of Directors by rotation and
all appointments and re-appointments
of Directors have to be approved by MAS.
During the year, Dr Teh Kok Peng stepped
down from the Board on 1 July 2017,
while Mr Chua Kim Chiu was appointed to
the Board on 20 September 2017.
The Nominating Committee,
responsible for board succession,
ensures that only the most competent
individuals capable of contributing
to the success of the organisation are
appointed. It reviews 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. It is also charged with
determining annually whether or not
a Director is independent, capable
of carrying out relevant duties and
qualified to remain in office.
The Nominating Committee establishes
annually the profile required of
Board members, having regard to the
competencies and skills required, and
makes recommendations to the Board on
the appointment of new Directors, when
necessary. When the need for a new
Director is identified, the Nominating
Committee will prepare a shortlist of
candidates with the appropriate profile
and qualities for nomination. The
Nominating Committee may engage
external search consultants to search
for the Director. The Board reviews the
recommendation of the Nominating
Committee and appoints the new
Director, subject to the approval of
MAS. In accordance with the Bank’s
Constitution, the new Director will hold
office until the next AGM and, if eligible,
may then stand for re-election.
The Nominating Committee reviews the
board size annually and it considers the
current number of Board members to be
appropriate given the size of the Group,
its business complexity and the number
of Board committees.
The Bank does not, as a matter of
practice, appoint alternate directors.
Directors are expected to set aside
adequate time for their oversight of
matters relating to the Bank. They must
provide declarations of any changes in
their other appointments, which are
disseminated to all Board members.
The Bank has guidelines on meeting
attendance and the extent of other
appointments that a Director can
assume. The Nominating Committee,
based on the guidelines established,
assesses annually each Director’s
attendance record and degree of
participation at meetings. In respect of
other appointments, it takes into account
- among various factors - the nature of
an appointment (full-time or otherwise),
number of meetings to attend,
complexity of organisation and degree
of participation in sub-committees.
Generally, a Director who has full-
time employment in any organisation
shall have appointments in no more
than three other listed companies,
while a Director who has no full-time
employment shall have appointments in
no more than six other listed companies.
Key information on the Directors’
qualifications and appointments are
provided on pages 14 to 17 while
information on their shareholdings in
the Bank and its related corporations are
provided in the Directors’ Statement on
pages 148 to 153.
PRINCIPLE 5: BOARD PERFORMANCE
The Board has an annual performance
evaluation process, carried out by the
Nominating Committee, to assess
the effectiveness of the Board, Board
Committees and each Director’s
contribution. The purpose of the
evaluation process is to increase the
overall effectiveness of the Board.
The Directors participate in the
evaluation. Each Director evaluates the
performance of the Board and Board
Committees whilst the Chairman and
Nominating Committee Chairman
evaluate the performance of each
Director and meet to discuss the
matter. The assessments are made
against pre-established criteria which
are derived from the Board’s charter
and responsibilities. The results of the
evaluation are used constructively to
discuss improvements to the Board
and ensure that each Director remains
qualified for office. The Chairman and/or
Nominating Committee Chairman
acts on the results of the evaluation,
and if appropriate, proposes new
Directors or seeks the resignation of
Directors, in consultation with the
Nominating Committee.
PRINCIPLE 6: ACCESS TO INFORMATION
As a general rule, Directors are provided
with complete information related to
agenda items about seven days before
each meeting to allow adequate time for
review. Directors are also equipped with
electronic tablets that allow secure access
to Board and Board Committee meeting
materials. Information provided includes
background information on matters to
be addressed by the Board, copies of
disclosure documents, monthly internal
financial statements, risk management
reports, operating plans, forecasts, and
reports of variances from operating plans
and forecasts.
The Board and its committees have
unfettered access to information which
the Bank is in possession of and to the
Bank’s senior management and company
secretary. The Directors, individually or
as a group, can also take independent
professional advice from legal firms at the
Bank’s expense. The role of the Company
Secretary is defined. The Company
Secretary attends all board meetings
and ensures that board procedures and
applicable regulations are complied with.
Under the direction of the Chairman,
BUILDING ON OUR CORPORATE STRATEGY FOR SUSTAINABLE GROWTH
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