Charting the course
Audit Committee
The Audit Committee (“AC”) comprises Mr Hui Leung Wah (Chairman), Mr Chim Wai Kin and Dr Khoo Cheng Hoe Andrew. All members, including the Chairman, are Independent Non-executive Directors and have recent and relevant accounting or related financial management expertise or experience. The AC members are not partners of PricewaterhouseCoopers, the external auditor of the Bank, and hold no financial interest in the firm.
The AC has written terms of reference that describe the responsibilities of its members. The Board approves the terms of reference of the AC. The AC may meet any time and no fewer 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.
Risk Management Committee
The Risk Management Committee (“RMC”), which supports the Board in performing its risk oversight responsibilities, comprises Mr Chim Wai Kin (Chairman), Ms Chong Chuan Neo, Mr Hui Leung Wah and Ms Wong Pik Kuen Helen. All members have the relevant technical financial expertise in risk disciplines or businesses to discharge their responsibilities. Mr Chim Wai Kin and Mr Hui Leung Wah also serve on the Audit Committee. The common membership helps to facilitate communication and foster the sharing of information and knowledge between the two committees.
The RMC has written terms of reference that describe the responsibilities of its members.
The RMC reviews the overall risk management philosophy in line with the overall corporate strategy as set and approved by the Board. It oversees the establishment and operation of an independent risk management system for identifying, measuring, monitoring, controlling and reporting risk on an enterprise-wide basis. This includes ensuring the adequacy and effectiveness of the overall risk management framework and practices for material risks such as credit, liquidity, market, operational, information security and digital, conduct, money laundering and terrorism financing, legal, fiduciary, regulatory, reputational, strategic, environmental (including climate), social and governance risks, as well as any other category of risk that may be delegated by the Board or deemed necessary by the RMC.
The RMC reviews the scope, effectiveness and objectivity of the Risk Management Division. It ensures that the risk management function has appropriate independent reporting lines and is adequately resourced with experienced and qualified employees to monitor risk by the various risk categories. It approves the risk management frameworks, internal control systems and major policies, as well as reviews the risk appetite statement, risk disclosure policy and risk management principles for the approval of the Board. It also reviews the risk profile, risk tolerance level and risk strategy of the Group for effective risk management, as well as the risk reports to monitor and control risk exposures. The Chief Risk Officer has direct reporting lines to the RMC and Chief Executive Officer.
Nomination Committee
The Nomination Committee (“NC”) comprises Dr Khoo Cheng Hoe Andrew (Chairman), Ms Chong Chuan Neo and Ms Wong Pik Kuen Helen.
The NC has written terms of reference that describe the responsibilities of its members. The terms of reference require that the NC shall comprise not less than three members and a majority of them, including the Chairman, shall be INEDs.
The NC makes recommendations to the Board on the appointment of Directors, the Chairman of the Board, members of Board Committees, the Chief Executive, Alternate Chief Executives and Management Executive Committee members. The NC also approves the appointment of other senior management members of the Bank and oversees succession planning for all senior management positions.
The NC adopts a rigorous selection process for the appointment of Directors. The objective is to identify candidates who can complement the skills, knowledge and experience of current Directors, as well as add to the Board’s diversity, so as to enhance its effectiveness. In addition to reviewing the candidates’ backgrounds, knowledge and experience, the NC considers potential conflicts of interest and whether the candidate is able to commit requisite time to the Bank.
The NC reviews the independence of INEDs annually in accordance with the guidance issued by HKMA and the annual confirmation received from each INED regarding his/her independence. The NC also annually assesses the profiles of Board members individually and collectively, with regard to the skills, knowledge, experience, and diversity required. Additionally, the NC assesses each Director’s time commitment (including their attendance records and other appointments outside the OCBC Group) as well as their fitness and propriety on an annual basis.
Remuneration Committee
The Remuneration Committee (“RC”) comprises Dr Khoo Cheng Hoe Andrew (Chairman), Ms Chong Chuan Neo and Ms Wong Pik Kuen Helen.
The RC has written terms of reference that describe the responsibilities of its members. The terms of reference require that the RC shall comprise not less than three members and a majority of them, including the Chairman, shall be INEDs.
The RC recommends to the Board a framework for determining the remuneration of executive officers, and reviews the remuneration practices to ensure that they are aligned with the approved framework. It is empowered to review the human resource management policies and the policies governing the compensation of executive officers of the Bank and its subsidiaries, as well as the remuneration of senior management, key personnel and Directors. In its assessment of the performance and compensation of senior management and key personnel, the RC may take into consideration factors such as job function, business risk and overall performance of the organisation, as well as sustainability performance criteria.