Temasek Review 2022
Institution

Board of Directors

Our Board provides overall guidance and policy directions to management.

Our Board comprises 14 members, the majority of whom (86%) are non-executive independent private sector business leaders. Ho Ching and Robert Ng retired from the Board on 1 October 2021. Ajay Banga and Dilhan Pillay Sandrasegara joined the Board on 1 October 2021, while Jenny Lee, Tan Chee Meng and Jaime Augusto Zobel de Ayala, joined the Board on 1 January 2022.

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, and additional meetings as needed, such as for significant large investments. Five 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:

  • 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
  • portfolio risk appetite and profile

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
  • Risk & Sustainability Committee

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 seven 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 of Temasek Holdings.

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 minutes of AC meetings are circulated to the Board.

The AC met six times during the year. The AC also has separate sessions, without management, with the external auditors and with IA.

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 five times during the year.

Risk & Sustainability Committee (RSC)

We operate in a complex global environment influenced by multiple geopolitical and socio-economic forces. The RSC was established in January 2022 to enhance focus on opportunities and risks arising from sustainability trends, including climate change, and other financial, reputational, operational and cyber risks.

The RSC was established to enhance focus on opportunities and risks arising from sustainability trends, including climate change, and other financial, reputational, operational and cyber risks.

The RSC supports the Board in its oversight responsibilities by reviewing, among other things, our portfolio risk appetite and profile, material Environmental, Social and Governance (ESG) matters, risk management and sustainability frameworks and policies, as well as key public statements relating to risk, sustainability and ESG. The RSC coordinates with other standing Committees of the Board, such as the AC and the LDCC, in its oversight of risk and sustainability matters, where relevant.

The RSC was established to enhance focus on opportunities and risks arising from sustainability trends, including climate change, and other financial, reputational, operational and cyber risks.

Board Governance

Decisions at Board and Committee meetings are based on a simple majority of the votes, including those via telephone and/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 members with interests that may conflict with specific Temasek interests are recused.

Board and Committee Memberships

as at 31 March 2022

Board ExCo AC LDCC RSC
Lim Boon Heng Chairman Chairman Chairman
Cheng Wai Keung Deputy Chairman Member Member
Ajay Banga Member
Bobby Chin YC Member Chairman
Fu Chengyu Member
Jenny Lee Member Member
Stephen Lee CY Member Member Member Member
Lee Theng Kiat Member Member Member Member
Dilhan Pillay Sandrasegara ED & CEO Member
Tan Chee Meng Member Member
Teo Ming Kian Member Member Member
Peter R Voser Member Member Chairman
Jaime Augusto Zobel de Ayala Member Member
Robert B Zoellick Member

Full profiles of our Board members are available on our corporate website.