Corporate Governance
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Corporate Governance Our governance framework Chairman Audit Committee Lee Theng Kiat Chairman Key objective Assist the Board in discharging its statutory and Gautam Banerjee other responsibilities relating to internal controls, financial and accounting matters, compliance, and 3 independent Directors Key objective business and financial risk management Responsible for leadership of the Board and for creating conditions for overall Board, Corporate Governance & Nominations Committee Board Committee and individual Director effectiveness Chairman Key objectives Establish and review the profile of Board members; Low Check Kian make recommendations to the Board on the appointment, re-nomination and retirement of 4 independent Directors and Directors; review the independence of Directors; 1 non-independent Director assist the Board in evaluating the performance of the Board, Board Committees and Directors; and develop and review the Company’s corporate governance practices Executive Resource & Compensation Committee Chairman Key objectives Oversee the remuneration of the Board and Senior Gail Kelly Management, and set appropriate remuneration framework and policies, including long-term 4 independent Directors and incentive schemes, to deliver annual and long-term 1 non-independent Director performance of the Group, and has oversight of the The Board of Singtel Group’s culture and human capital health 12 Directors: Finance & Investment Committee 10 independent Directors and 2 non-independent Directors Chairman Key objectives Provide advisory support on the development of the Lee Theng Kiat Group’s overall strategy, review strategic issues, approve investments and divestments, review the 4 independent Directors and Key objective Group’s Investment and Treasury Policies, evaluate 1 non-independent Director To create value for shareholders and approve financial offers and banking facilities, and to ensure the long-term and manage the Group’s liabilities success of the Group Risk Committee Chairman Key objectives Ensure that Management maintains a sound system Teo Swee Lian of risk management and internal controls to safeguard shareholders’ interests and the Group’s 3 independent Directors assets, and determine the nature and extent of the material risks that the Board is willing to take in achieving the Group’s strategic objectives Group Chief Executive Officer Yuen Kuan Moon Key objectives Manage the Group’s business and implement strategy and policy Management Committee Group CEO, Key objective CEO Group Enterprise/Country Chief Direct Management on operational policies Officer Singapore, and activities CEO Consumer Australia/CEO Optus, CEO Consumer Singapore, CEO NCS, CEO Strategic Portfolio, Group Chief Corporate Officer, Group Chief Financial Officer, Group Chief People and Sustainability Officer, Group Chief Information Officer/ Group Chief Digital Officer, Group Chief Technology Officer 36 Singapore Telecommunications Limited Annual Report 2021 OVERVIEW Introduction REVIEWS BUSINESS Singtel aspires to the highest standards of corporate Singtel is listed on the Singapore Exchange Securities governance as we believe that good governance Trading Limited (SGX) and has complied in all material supports long-term value creation. To this end, Singtel respects with the principles and provisions in the has a set of well-defined policies and processes in Singapore Code of Corporate Governance 2018 (2018 place to enhance corporate performance and Code). This report sets out Singtel’s key corporate accountability, as well as protect the interests of governance practices with reference to the 2018 Code. stakeholders. The Board of Directors is responsible for We provide a summary of our compliance with the Singtel’s corporate governance standards and policies, express disclosure requirements in the 2018 Code on and stresses their importance across the Group. pages 68 to 70. GOVERNANCE AND SUSTAINABILITY AND GOVERNANCE Directors’ attendance at Board/general meetings during the financial year ended 31 March 2021(1) Scheduled Board Ad Hoc Board Annual General Meetings Meetings Meeting Number of Number of Number of Number of Meetings Meetings Meetings Meetings Name of Director(2) Held Attended Held Attended Lee Theng Kiat 4 4 3 3 ✓ Yuen Kuan Moon(3) 1 1 – – – Gautam Banerjee 4 4 3 3 ✓ Venkataraman (Venky) Ganesan 4 4 3 3 ✓ Bradley Horowitz 4 4 3 3 ✓ PERFORMANCE Gail Kelly 4 4 3 3 ✓ Low Check Kian 4 4 3 3 ✓ Christina Ong(4) 4 4 3 2 ✓ Rajeev Suri(5) 1 1 – – – Teo Swee Lian 4 4 3 3 ✓ Wee Siew Kim(6) 2 2 – – – Simon Israel(7) 2 2 1 1 ✓ FINANCIALS Chua Sock Koong(8) 3 3 3 3 ✓ Notes: (1) Refers to meetings held/attended while each Director was in office. (2) Mr Lim Swee Say was appointed to the Board on 1 June 2021. (3) Mr Yuen Kuan Moon was appointed to the Board on 1 January 2021. (4) Mrs Christina Ong recused herself and did not participate at an ad hoc Board Meeting due to a conflict of interest. (5) Mr Rajeev Suri was appointed to the Board on 1 January 2021. (6) Mr Wee Siew Kim was appointed to the Board on 1 October 2020. ADDITIONAL INFORMATION ADDITIONAL (7) Mr Simon Israel stepped down from the Board following the conclusion of the AGM on 30 July 2020. (8) Ms Chua Sock Koong retired from the Board with effect from 1 January 2021. 37 Corporate Governance Board matters Material items that require Board approval include: The Board’s conduct of affairs • The Group’s strategic plans The Board aims to create value for shareholders and • The Group’s annual operating plan and budget ensure the long-term success of the Group by focusing • Full-year and half-year financial results on the development of the right strategy, business • Dividend policy and payout model, risk appetite, management, succession plan • Issue of shares and compensation framework. It also seeks to align • Board succession plans the interests of the Board and Management with that • Succession plans for Management Committee of shareholders and balance the interests of all positions, including appointment of, and stakeholders. In addition, the Board sets the tone compensation for, Management Committee for the entire organisation where ethics and values members are concerned. • Underlying principles of long-term incentive schemes for employees The Board oversees the business affairs of the Singtel • The Group’s risk appetite and risk tolerance for Group. It assumes responsibility for the Group’s overall different categories of risk, as well as risk strategy strategic plans and performance objectives, financial and the policies for management of material risks plans and annual budget, key operational initiatives, • Acquisitions and disposals of investments major funding and investment proposals, financial exceeding certain material limits performance reviews, compliance and accountability • Capital expenditures exceeding certain systems, and corporate governance practices. The Board material limits also appoints the Group CEO, approves policies and guidelines on remuneration as well as the remuneration Attendance at Board or Board Committee meetings for the Board and the Management Committee, and via telephone or video conference is permitted by approves the appointment of Directors. In line with best Singtel’s Constitution. practices in corporate governance, the Board also oversees the long-term succession planning for the A record of the Directors’ attendance at Board Management Committee. meetings during the financial year ended 31 March 2021 is set out on page 37. Directors who are unable to Singtel has established financial authorisation and attend a Board meeting are provided with the briefing approval limits for operating and capital expenditure, the materials and can discuss issues relating to the matters procurement of goods and services, and the acquisition to be discussed at the Board meeting with the Chairman and disposal of investments. The Board approves or the Group CEO. transactions exceeding certain threshold limits, while delegating authority for transactions below those limits Director development/training to the Board Committees and the Management The Board values ongoing professional development Committee to optimise operational efficiency. and recognises that it is important that all Directors receive regular training so as to be able to serve Board meetings effectively on, and contribute to, the Board. The Board The Board and Board Committees meet regularly to has therefore adopted a policy on continuous discuss strategy, operational matters and governance professional development for Directors. issues. All Board and Board Committee meetings are scheduled well in advance of each year in consultation All new Directors appointed to the Board are briefed with the Directors. At every scheduled meeting, the by the Chairman, as well as the chairmen of the Board sets aside time for discussion without the Board Committees, on issues relevant to the Board presence of Management (except the executive Director). and Board Committees. They are also briefed by The Board also sets aside time for the non-executive Senior Management on the Group’s business activities, Directors to meet without any executives present. The strategic direction and policies, key business risks, Board holds approximately four scheduled meetings each the regulatory environment in which the Group year and may also hold ad hoc meetings as and when operates and governance practices, as well as warranted by circumstances. A total of seven Board their statutory and other duties and responsibilities