CORPORATE GOVERNANCE REPORT INTRODUCTION Citibank Singapore Limited (the “Bank”) was incorporated in Singapore on 24 September 2003. Since 1 January 2005, the Bank has been licensed by the Monetary Authority of Singapore (“MAS”) as a qualified full licence bank to engage in banking business in Singapore. The Bank is wholly owned by Citigroup Holding (Singapore) Pte Ltd and is ultimately owned by Citigroup, Inc. (“Citigroup”). As a Singapore-incorporated bank, the Bank’s corporate governance practices have to comply with the Banking (Corporate Governance) Regulations (“Regulations”) and the Bank is also guided by the Guidelines on Corporate Governance for Financial Holding Companies, Banks, Direct Insurers, Reinsurers and Captive Insurers which are incorporated in Singapore (“Guidelines”). BOARD GOVERNANCE Board composition A number of Directorship changes occurred in the course of 2020 and 2021. Ms Cheng Ai Phing was appointed a Director on 1 May 2020. Mr Yap Chee Keong retired as Director at the 2020 annual general meeting held on 30 June 2020. Mr Adil Allamar was appointed a Director on 18 January 2021 and Mr Sergio Zanatti resigned on the same date. Following these changes, the Bank’s Board now comprises 6 members (Mr Amol Gupte (Chairman), Mr Adil Allamar, Mr Brendan Carney, Mr Lim Chin Hu, Mr Bill Chua Teck Huat and Ms Cheng Ai Phing). Mr Brendan Carney, the Bank’s Chief Executive Officer, is the sole executive Director. 2 Directors are non-executive non-independent Directors and 3 are non-executive independent Directors. 3 Directors are Singapore citizens. For information relating to the independence of Directors, please refer to the section “Independence of Directors” below. The 2 non-executive non-independent Directors are Mr Amol Gupte (Chairman) and Mr Adil Allamar. Mr Amol Gupte is the Head of ASEAN and the Citi Country Officer for Singapore, while Mr Adil Allamar is the Head of APAC and EMEA Digital Sales and Marketing. Mr Gupte is an employee of Citibank N.A., Singapore Branch (“CBNA SG”) while Mr Allamar is employed by Citibank, N.A.’s head office, but assigned to CBNA SG. Though employed by Citigroup affiliates, Mr Gupte and Mr Allamar are considered non-executive directors as they are not employed by the Bank and do not assume any day-today management role within the Bank. They are non-independent Directors because of their employment relationship with a Citigroup entity. The 3 non-executive independent Directors are Mr Lim Chin Hu, Mr Bill Chua Teck Huat and Ms Cheng Ai Phing. The Bank considers its present Board size to be appropriate for its current operations. 1 More information on the Directors is set out below (in the table below “P” denotes a principal commitment as defined in the Memo on Competing Time Commitments): Amol Gupte Brendan Carney (Non-Executive Director and Chairman) (Executive Director and Chief Executive Officer) Appointed on 29 August 2016, Mr Amol Gupte is the Appointed on 16 May 2019, Mr Carney is the CEO of the Head of ASEAN and Citi Country Officer, Singapore. Bank and Head of Citi’s ASEAN Consumer businesses. A British citizen, Mr Gupte holds a Bachelor of Mr Carney is a US national holding dual citizenship status Science (Major in Statistics) and a Master’s of with the United States of America (“US”) and Portugal. He Business Administration from Bombay University, graduated from the University of Michigan with a Bachelor India. of Arts in Economics and also holds a Master’s in Business Administration from the Wharton School, University of Mr Gupte is a director of the following companies: Pennsylvania. Non-Listed Companies Mr Carney is Chairman of the Consumer Banking Working • Citicorp Investment Bank (Singapore) Limited Group, and a Member of the Standards Committee, at the • Citicorp Trustee (Singapore) Limited Institute of Banking and Finance. • Citigroup Holding (Singapore) Private Limited • Cititrust (Singapore) Limited Mr Carney last retired at the 2019 AGM pursuant to the • Citigroup Global Markets Singapore Pte Ltd Bank’s Constitution, which requires Directors appointed in • Citigroup Global Markets Singapore Securities Pte the course of the year to retire at the next annual general Ltd meeting. • Prospect Heights Holdings Limited • 280 Marks LLC Mr Gupte’s other appointments are: • Member of the Board of Directors, US-ASEAN Business Council • Co-Chair for Financial Services Working Group, US-ASEAN Business Council • Council Member of the Association of Banks in Singapore • Council Member, Institute of Banking & Finance • Member, MAS Financial Centre Advisory Panel • Member, MAS Payments Council t • Member, Asia Corporate Leadership Council Mr Gupte last retired by rotation, and was re-elected, at the 2021 AGM. 2 Adil Allamar Lim Chin Hu (Non-Executive Director) (Independent Director* and Chairman of the Nominating Committee) Appointed on 18 January 2021, Mr Allamar , a United States citizen, is the Head of APAC and EMEA Sales Appointed on 29 November 2013, Mr Lim is a and Marketing. Mr Allamar graduated from the Institut Singapore citizen. He holds a Bachelor of Science from La Superieur de Commerce et d’Administration des Trobe University, Melbourne, Australia. Enterprises, Casablanca, Morocco. Mr Allamar also holds a Master’s degree in International Business from the University of South Carolina. Mr Lim was the former Chief Executive Officer of Frontline Technologies Corp. Ltd, a SGX-listed company before it was acquired and privatised by British Telecom Mr Allamar holds no other appointments. Group, and the former Managing Partner of Stream Global Pte Ltd. He is also a director of the following companies: Mr Allamar last retired at the 2021 AGM pursuant to the Bank’s Constitution, which requires Directors Listed Companies appointed in the course of the year to retire at the next • Kulicke & Soffa Inc annual general meeting. • Singapore Exchange Limited • Singapore Technologies Engineering Limited# Non-Listed Companies • Aescapulus Holdings Pte Ltd+ • ALPS Pte Ltd+ • Integrated Health Information Systems Pte Ltd • Singapore Health Services Pte Ltd (“SHS”) • G-Able Thailand Ltd • Heliconia Capital Management Pte Ltd^ • Vanda 1 Investments Pte Ltd^ • SPTEL Pte Ltd# + Subsidiaries of SHS ^ Part of the same group of companies. Both companies hold combined board meetings. # Both are part of the Singapore Technologies Ltd group of companies Directorships/appointments for the past 3 years • Changi General Hospital Pte Ltd • Personal Data Protection Commission (Member) Mr Lim last retired by rotation, and was re-elected, Director at the 2020 AGM. 3 Bill Chua Teck Huat Cheng Ai Phing (Independent Director* and Chairman of the Risk (Independent Director* and Chairman of the Audit Management Committee) Committee) Appointed on 31 May 2017, Mr Chua, a Singapore Appointed on 1 May 2020, Ms Cheng Ai Phing is a citizen, is a retired veteran banker who has previously Singapore citizen. Ms Cheng graduated with a Bachelor of worked in Citibank N.A., Singapore Branch, Overseas Accountancy from the University of Singapore. She is a Union Bank and United Overseas Bank (“UOB”). At Fellow Chartered Accountant of The Institute of Singapore the time of his retirement, Mr Chua was the Managing Chartered Accountants and a Fellow of CPA Australia. Director & Head, Global Financial Institutions, UOB. Mr Chua holds a Bachelor of Arts (Economics) and a Ms Cheng was a former Senior Assurance Partner at Deloitte Bachelor of Engineering Hons Class 1 (Industrial) from & Touche LLP Singapore. the University of Newcastle, Australia. She holds directorships in the following companies: Mr Chua holds directorships in the following companies: Listed Companies • ARA Asset Management (Fortune) Limited (Manager Non-Listed Companies / Entities of Fortune Real Estate Investment Trust listed in Hong • Boardroom Executive Services Pte Ltd Kong) • Green Sand Equity, Inc • KBS US Prime Property Management Pte Ltd • Sunseap Group Pte Ltd (Manager of Prime US REIT listed in Singapore) • United Hampshire US REIT Management Pte ltd • IES-NCA Pte Ltd Non-Listed Companies / Entities • UON, Singapore Pte Ltd • GIC Consulting Pte Ltd Mr Chua also holds the following appointments: Ms Cheng also holds the following appointment: • Member of the Board of Governors and Honorary • External member of Audit & Risk Committee, Asian Advisor to the Investment Committee, SAFRA Infrastructure Investment Bank National Service Association • Non-executive advisory partner of Aric Partners LLP • Member of the Investment Committee, Singapore • Member of the Disciplinary Committee and Appeal University of Design & Technology Committee, Singapore Stock Exchange • Member of Advisory Board, Fintonia Group • Member of the Accounting Standard Council (Singapore) Pte Ltd • Member of the Board of Trustees, NTUC Education & • Member and Fellow / Member of Professional Training Fund Development Committee/ Member of the Audit • Financial Reporting Committee Member, The Institute Chapter, Singapore Institute of Directors of Singapore Chartered Accountants • Chairman, Finance Committee, Barker Road Methodist Church Ms Cheng last retired at the 2020 AGM pursuant to the • Member of the Advisory Board, RF Fund Bank’s Constitution, which requires Directors appointed in Management Private Limited • Member of the Finance Subcommittee, Singapore the course of the year to retire at the next annual general Cricket Club meeting. • Member of the Risk Management & Control Subcommittee, TRAC Board of Finance of the Methodist Church of Singapore Directorships for