The Executive Committee oversees the management of the business and affairs of the Bank and the Group, within the parameters delegated by the Board.
It reviews the Bank's policies, principles, strategies, values, objectives and performance targets. These include investment and divestment policies. It also endorses such other matters and initiates any special reviews and actions as appropriate for the prudent management of OCBC Bank.
The Executive Committee comprises Dr Cheong Choong Kong (Chairman), Mr David Conner, Mr Lee Seng Wee, Mr Colm McCarthy and Mr Teh Kok Peng. Mr Lee Seng Wee is an observer.
The Nominating Committee plays a vital role in reinforcing the principles of transparency and meritocracy at OCBC Bank.
It plans for board succession and ensures that only the most competent individuals capable of contributing to the success of the organisation are appointed.
This includes review of all nominations for the appointment, re-appointment, election or re-election of our Directors and members of our Executive Committee, Remuneration Committee, Audit Committee and Risk Management Committee of the Bank.
The Nominating Committee is also charged with determining annually whether or not a Director is independent, capable of carrying out the relevant duties and qualified to remain in office.
It also reviews nominations for our senior management positions, including the Chief Executive Officer, Deputy Chief Executive Officer, Chief Financial Officer and Chief Risk Officer. The Nominating Committee makes recommendations to the Board on all such appointments.
The Nominating Committee establishes annually the profile required of Board members, having regard to the competencies and skills required at the Board, and makes recommendations to the Board on 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 the MAS.
In accordance with our Articles, the new Director will hold office until the next annual general meeting, and if eligible, the Director can stand for re-election.
The Nominating Committee comprises Mrs Fang Ai Lian (Chairman), Dr Cheong Choong Kong, Mr Lee Seng Wee, Professor Neo Boon Siong and Dato' Ooi Sang Kuang.
The Audit Committee performs the functions specified in the Companies Act, Chapter 50 of Singapore, the 2005 Code, the listing manual of the SGX-ST and the MAS’ corporate governance regulations and guidelines. The Board approved the terms of reference of the Audit Committee.
The Committee may meet at any time but no less than four times a year. It has full access to, and co-operation from management, and has the discretion to invite any Director and executive officer to attend its meetings. It has explicit authority to investigate any matter within its terms of reference.
In addition to the review of the consolidated financial statements, the Audit Committee reviews and evaluates with the external and internal auditors, the adequacy of the system of internal controls including financial, operational and compliance controls; and risk management policies and systems.
It reviews the scope and results of the audits, the cost effectiveness of the audits, and the independence and objectivity of the external auditors.
When the external auditors provide non-audit services to us, the Committee keeps the nature, extent and costs of such services under review. This is to balance the objectivity of the external auditors against their ability to provide value-for-money services.
The Audit Committee also reviews significant financial reporting issues and judgments to ensure the integrity of the financial statements, and announcements relating to financial performance.
We have in place a whistle-blowing policy and the Audit Committee reviews concerns, including anonymous complaints, which staff may, in confidence, raise about possible improprieties in matters of financial reporting or other matters, and have the concerns independently investigated and followed-up.
It meets at least once a year with the external auditors and internal auditors in separate sessions and without the presence of management, to consider any matters which might be raised privately.
In addition, the Chairman of the Audit Committee meets the internal auditors on a regular basis to discuss the work undertaken, key findings and any other significant matters arising from our operations. Formal reports are sent to the Audit Committee on a regular basis. The Board is updated on these reports.
The Audit Committee has received the requisite disclosures from the external auditors evidencing the latter’s independence. It is satisfied that the financial, professional and business relationships between the OCBC Group and the external auditors are compatible with maintaining the independence of the external auditors.
Where appropriate, the Audit Committee has adopted relevant best practices set out in the Guidebook for Audit Committees in Singapore issued by the Audit Committee Guidance Committee.
The Audit Committee comprises Mr Bobby Chin (Chairman), Mr Colm McCarthy, Dato' Ooi Sang Kuang and Dr Teh Kok Peng, all of whom are independent Directors and have accounting or financial management expertise and experience.
The Remuneration Committee recommends to the Board a framework for determining the remuneration of the directors and executive officers, and reviews the remuneration practices to ensure that they are aligned with the approved framework.
It also recommends the remuneration and fees of non-executive Directors as well as the compensation of executive Directors, and is empowered to review the human resources management policies and the policies governing the compensation of the executive officers of OCBC Bank and our subsidiaries, as well as the remuneration of senior executives.
In addition, it administers the various employee share ownership schemes. The Remuneration Committee, if necessary, will seek independent expert advice from an external expert on remuneration matters. In its deliberations, the Remuneration Committee takes into account remuneration principles, practices and standards that may be specified by the MAS from time to time.
The Remuneration Committee comprises Mrs Fang Ai Lian (Chairman), Dr Cheong Choong Kong, Dr Lee Tih Shih, Professor Neo Boon Siong and Mr Quah Wee Ghee. All the Committee members are well versed with executive compensation matters, given their extensive experience in senior corporate positions and major appointments.
The Risk Management Committee reviews the overall risk management philosophy, guidelines and major policies for effective risk management, including the risk profile, risk tolerance level and risk strategy.
The Committee reviews the scope, effectiveness and objectivity of our Group Risk Management division and the risk reports that monitor and control risk exposures.
It also oversees the establishment and operation of an independent risk management system for identifying, measuring, monitoring, controlling and reporting risks on an enterprise-wide basis, including ensuring the adequacy of risk management practices for material risks.
The Risk Management Committee, which supports the Board in performing its risk oversight responsibilities, comprises Mr Lai Teck Poh (Chairman), Dr Cheong Choong Kong, Mr David Conner, Mr Colm McCarthy, Mr Pramukti Surjaudaja and Mr Quah Wee Ghee.