My first Publication ocbc_ar17_fullreport_english | Page 78

CORPORATE GOVERNANCE
leading practice, Group Audit’s mission
statement and charter requires it to
provide independent and reasonable, but
not absolute, assurance that the Banking
Group’s governance, risk management
and internal control processes – as
designed and implemented by senior
management – are adequate and
effective. Group Audit reports on the
adequacy of the system of internal
controls to the Audit Committee and
management, but does not form any part
of the system of internal controls. Group
Audit meets or exceeds the International
Standards for the Professional Practice
of Internal Auditing of The Institute of
Internal Auditors.
Group Audit adopts a risk-based approach
where audit work is prioritised and scoped
according to an assessment of current
and emerging risks, including financial,
operational, technology, compliance and
strategic risks. The work undertaken by
Group Audit involves the assessment of
the adequacy and effectiveness of the
Group’s governance, risk management and
internal control processes in meeting its
strategic objectives and operating within
the risk appetite established. In addition,
Group Audit provides an independent
assessment of the Group’s credit portfolio
quality and credit risk management
process. Without assuming management
responsibility, Group Audit may provide
consultative services to line management
on certain business initiatives as well as
system developments and enhancements
where the objective is to add value and
improve governance, risk management
and controls.
The Audit Committee is responsible
for the adequacy of the internal audit
function, its resources and its standing.
The Committee ensures that processes
are in place for recommendations raised
in internal audit reports to be dealt with
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OCBC ANNUAL REPORT 2017
in a timely manner and for outstanding
exceptions or recommendations to
be closely monitored. Group Audit
is staffed with individuals with the
relevant qualifications and experience.
It reports functionally to the Audit
Committee and administratively to
the CEO, has unfettered access to the
Audit Committee, Board and senior
management, and has the right to seek
information and explanations. Currently,
the number of internal audit staff in the
Group is 299. The division is organised
into departments that are aligned with
the structure of the Group. The Audit
Committee approves the appointment,
resignation, removal and remuneration
of the Head of Group Audit.
SHAREHOLDER RIGHTS
AND RESPONSIBILITIES
PRINCIPLE 14: SHAREHOLDER RIGHTS
At the AGM, the Group’s financial
performance for the preceding year is
presented to shareholders.
Shareholders are given the opportunity
to participate effectively at the general
meetings of OCBC Bank, where they can
ask questions and communicate their
views. They are allowed to vote in person
or by proxy. The Bank’s Constitution
currently allows a shareholder to appoint
up to two proxies to attend, speak and
vote in his place at general meetings.
Under the new multiple proxies regime
introduced pursuant to the Companies
(Amendment) Act 2014, “relevant
intermediaries” such as banks, capital
markets services licence holders which
provide custodial services for securities
and the Central Provident Fund (“CPF”)
Board are allowed to appoint more than
two proxies to attend, speak and vote at
general meetings. This will enable indirect
investors, including CPF investors, to be
appointed as proxies to participate at
general meetings.
PRINCIPLE 15: COMMUNICATION
WITH SHAREHOLDERS
The Bank has an investor relations
policy approved by the Board. OCBC
Bank recognises the importance of
communicating regularly and effectively
with its shareholders so that they
can better understand its operations,
strategies and directions. One of the
key roles of the Group’s Corporate
Communications and Investor Relations
units is to keep the market and investors
apprised of the Group’s major corporate
developments and financial performance
through regular media releases, briefings
and meetings with the media, analysts
and fund managers. Live webcasts of the
Bank’s half-year and full-year financial
results presentation are available for
viewing on the Bank’s corporate website.
In 2017, OCBC Bank hosted close to 500
meetings and conference calls with the
investment community. In addition,
shareholders and the public can access
the Group’s media releases, financial
results, presentation materials used at
briefings and other corporate information
via the Bank’s website. Material
information is also announced through
the stock exchange.
Investors can submit feedback and
queries to the Bank’s Investor Relations
Unit through the contact details provided
on the corporate website.
PRINCIPLE 16: CONDUCT OF
SHAREHOLDER MEETINGS
The Directors, external auditors and senior
management are present at the AGM to
address any relevant queries raised by
shareholders. Independent scrutineers
are also present at the AGM to review the
voting process and address shareholders’
queries on the voting procedures.