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Our Board provides overall guidance and policy directions to management.
Our Board comprises 13 members, the majority of whom are non-executive independent private sector business leaders. Our Board operates on a commercial basis, with the added constitutional responsibility, together with our CEO, of protecting the Company’s past reserves, given Temasek’s status as a Fifth Schedule entity under the Singapore Constitution.
The annual Board schedule includes quarterly two-day meetings, plus additional meetings as needed, such as for significant large investments. Four Board meetings were held in the last financial year.
The majority of our Board are non-executive independent private sector business leaders.
The Board has reserved the following matters for its decision:
The following Board committees, each chaired by a non-executive Director who is independent of management, have been set up with specific delegated authorities:
Our Board and CEO have the added constitutional responsibility of protecting Temasek’s past reserves.
The Board has separate and independent access to information to assist it with its deliberations, including the opportunity to request supplementary or explanatory information from management. Management provides information to the Board on an ongoing basis, including minutes of key management committee meetings, to allow the Board to effectively discharge its responsibilities.
On 30 June 2018, Mr Michael Lien retired from our Board, including its Audit Committee.
The Board has separate and independent access to information to assist it with its deliberations.
The ExCo has been delegated the authority to approve new investment and divestment decisions up to a defined threshold, beyond which, transactions will be considered by the Board. The minutes of ExCo meetings are circulated to the Board. The ExCo met five times during the year.
Comprising only independent directors, the AC supports the Board in its oversight responsibilities by reviewing – among other things – our system of internal controls, and processes used for financial reporting, audit, and monitoring compliance with laws and regulations. The AC also reviews the scope and results of the external audit, and the independence of the external auditors.
The AC is supported by Internal Audit (IA). To ensure its independence, IA reports functionally to the AC and administratively to the office of the CEO. IA has full and unrestricted access to all records, properties and personnel to effectively perform its functions. IA performs planned reviews of key control processes for all offices. To maintain confidentiality, the key controls over financial reporting relating to central payroll processes are reviewed by external auditors as part of the statutory audit of our group financial statements. IA may also undertake special reviews requested by our Board, AC or senior management. The AC met four times during the year.
The LDCC is responsible for recommending Board and management leadership plans to the Temasek Board. These include Board and CEO succession, as well as guidelines and policies on performance measurement and compensation plans. The LDCC met four times during the year.
Decisions at Board and Committee meetings are based on a simple majority of the votes, including those via telephone or video conference. Where a Board resolution is obtained via circulation, the resolution becomes effective upon approval by at least two thirds of the Board.
Board members with interests that may conflict with specific Temasek interests are recused from the relevant information flow, deliberations and decisions on the matter on which they are conflicted.
Quarterly Board meetings include Executive Sessions for non-executive Directors to meet without management presence. The discipline of our annual CEO succession review is a part of these deliberations.
Board | ExCo | AC | LDCC | |
Lim Boon Heng | Chairman | Chairman | Chairman | |
---|---|---|---|---|
Cheng Wai Keung | Deputy Chairman | Member | ||
Kua Hong Pak | Member | Chairman | ||
Bobby Chin YC | Member | Member | ||
Goh Yew Lin | Member | Member | ||
Ho Ching | ED & CEO | Member | Member | |
Stephen Lee CY | Member | Member | Member | |
Lee Theng Kiat | Member | Member | ||
Michael Lien JL | Member | Member | ||
Robert Ng CS | Member | Member | ||
Teo Ming Kian | Member | Member | Member | |
Peter R Voser | Member | Member | ||
Marcus Wallenberg | Member | |||
Robert B Zoellick | Member |
Chairman
Chairman (since August 2013); Chairman, Executive Committee and Leadership Development & Compensation Committee
Deputy Chairman
Deputy Chairman (since November 2013)
Director; Chairman, Audit Committee
Director (since November 1996); Chairman, Audit Committee
Director
Director (since June 2014)
Director
Director (since August 2005)
Executive Director & CEO
Executive Director & CEO
Director
Director (since July 2017)
Director
Director (since April 2016)
Director
Director (since January 2010)
Director
Director (since June 2014)
Director
Director (since October 2006)
Director
Director (since January 2015)
Director
Director (since July 2008)
Director
Director (since August 2013)