Temasek Review 2019

Board of Directors

Our Board provides overall guidance and policy directions to management.

The majority of our Board are non-executive independent private sector business leaders.

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.

There were several board changes since the last financial year end. On 30 June 2018, Mr Michael Lien retired from our Board, including its Audit Committee. Mr Kua Hong Pak, Director and Chairman of the Audit Committee, passed away on 31 October 2018. Mr Bobby Chin was appointed as the Audit Committee Chairman on 21 January 2019. Mr Fu Chengyu joined our Board on 11 February 2019; and Mr Lee Theng Kiat, who was appointed to the Board in 2016, became an Executive Director from 1 April 2019.

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 Board has reserved the following matters for its decision:

  • overall long term strategic objectives
  • annual budget
  • annual audited statutory accounts
  • major investment and divestment proposals
  • major funding proposals
  • CEO appointment and succession planning
  • Board changes

The following Board committees, each chaired by a non-executive Director who is independent of management, have been set up with specific delegated authorities:

  • Executive Committee
  • Audit Committee
  • Leadership Development & Compensation Committee

Board members with interests that may conflict with specific Temasek interests are recused.

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.

Executive Committee (ExCo)

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 four times during the year.

Audit Committee (AC)

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.

Leadership Development & Compensation Committee (LDCC)

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.

Board and Committee Processes and Decisions

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 Committee Membership

as at 31 March 2019

Board ExCo AC LDCC
Lim Boon Heng Chairman Chairman Chairman
Cheng Wai Keung Deputy Chairman Member
Bobby Chin YC Member Chairman
Fu Chengyu Member
Goh Yew Lin Member Member
Ho Ching ED & CEO Member Member
Stephen Lee CY Member Member Member
Lee Theng Kiat 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