My first Publication ocbc_ar17_fullreport_english | Page 82

CORPORATE GOVERNANCE PRINCIPLE AND GUIDELINES PAGE REFERENCE IN OCBC ANNUAL REPORT 2017 Guideline 9.4 Details of the remuneration of employees who are immediate family members of a director or the CEO, and whose remuneration exceeds S$50,000 during the year. This will be done on a named basis with clear indication of the employee’s relationship with the relevant director or the CEO. Disclosure of remuneration should be in incremental bands of S$50,000. Page 72 Guideline 9.5 Details and important terms of employee share schemes. Pages 69 to 71 Guideline 9.6 For greater transparency, companies should disclose more information on the link between remuneration paid to the executive directors and key management personnel, and performance. The annual remuneration report should set out a description of performance conditions to which entitlement to short-term and long-term incentive schemes are subject, an explanation on why such performance conditions were chosen, and a statement of whether such performance conditions are met. Pages 68, 69, 72 and 73 Guideline 11.3 The Board should comment on the adequacy and effectiveness of the internal controls, including financial, operational, compliance and information technology controls, and risk management systems. The commentary should include information needed by stakeholders to make an informed assessment of the Company’s internal control and risk management systems. The Board should also comment on whether it has received assurance from the CEO and the CFO: (a) that the financial records have been properly maintained and the financial statements give true and fair view of the Company’s operations and finances; and (b) regarding the effectiveness of the Company’s risk management and internal control systems. Pages 73 and 74 Guideline 11.14 Names of the members of the Risk Management Committee and the key terms of reference of the Risk Management Committee, explaining its role and the authority delegated to it by the Board. Page 65 Guideline 12.1 Names of the members of the Audit Committee and the key terms of reference of the Audit Committee, explaining its role and the authority delegated to it by the Board. Pages 64, 74 and 75 Guideline 12.6 Aggregate amount of fees paid to the external auditor for that financial year, and breakdown of fees paid in total for audit and non-audit services respectively, or an appropriate negative statement. Pages 75 and 181 Guideline 12.7 The existence of a whistle-blowing policy should be disclosed in the Company’s Annual Report. Page 74 Guideline 12.8 Summary of the Audit Committee’s activities and measures taken to keep abreast of changes to accounting standards and issues which have a direct impact on financial statements. Pages 74 and 75 Guideline 13.1 Whether the Company has an internal audit function. Pages 75 and 76 Guideline 15.4 The steps the Board has taken to solicit and understand the views of the shareholders, e.g. through analysts briefings, investor roadshows or Investors’ Day briefings. Page 76 Guideline 15.5 Where dividends are not paid, companies should disclose their reasons. Not Applicable Guideline 17.4 Material related party transactions. Page 77 80 OCBC ANNUAL REPORT 2017