Board of Directors

Our Board comprises 12 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 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

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 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 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 three 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.

LIM Boon Heng Chairman

CHENG Wai Keung Deputy Chairman

Bobby CHIN YC Director

FU Chengyu Director

GOH Yew Lin Director

HO Ching Executive Director & CEO

Stephen LEE CY Director

LEE Theng Kiat Executive Director

Robert NG CS Director

TEO Ming Kian Director

Peter R VOSER Director

Marcus WALLENBERG Director

Robert B ZOELLICK Director