Corporate Governance

Audit Committee

The Audit Committee is established with specific terms of reference. Its duties include reviewing the financial reporting process of the Group, approving the scope and frequency of audit, and evaluating the effectiveness of the system of internal controls, taking input from internal and external auditors, risk management and compliance functions. The Audit Committee shall report to the Board regularly on any significant matters that require Board attention.

The Audit Committee approves the audit charter of Internal Audit and ensures that processes are in place for recommendations raised in internal audit reports to be dealt with in a timely manner.

The Audit Committee reviews the external auditors’ independence, objectivity and competency (in terms of their skills, knowledge, expertise and resources).

The terms of reference require that the Audit Committee shall have at least three Non-executive Directors as members, the majority of whom, including the Chairman, shall be independent. Currently, members of the Audit Committee comprise three Independent Non-executive Directors, namely, Mr HUI Leung Wah Herbert (Chairman), Mr CHIM Wai Kin and Dr KHOO Cheng Hoe Andrew.

The Group’s Whistleblowing Program provides a channel for employees and external parties to raise concerns relating to suspected fraud, misconduct or any other irregularities within the Bank. The Audit Committee will be updated on a regular basis on cases received (if any) from whistleblower(s) and appropriate action(s) taken. The whistleblower’s interests will be safeguarded at all times, including the right to appeal to the Audit Committee if reprisals are taken against him/her.

• Terms of Reference of Audit Committee

Risk Management Committee

The Risk Management Committee, which supports the Board in performing its risk oversight responsibilities, comprises Mr CHIM Wai Kin (Chairman), Ms CHONG Chuan Neo and Mr HUI Leung Wah Herbert. 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 Herbert 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 Committee has written terms of reference that describes the responsibilities of its members.

The Committee 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 of risk management practices for material risks such as credit, liquidity, market, operational, information security and digital, conduct, money laundering and terrorism financing, legal, regulatory, reputational, strategic as well as environmental, social and governance (“ESG”) risks.

The Committee 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 Bank 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 Committee and CEO.

• Terms of Reference of Risk Management Committee

Nomination Committee

The Nomination Committee is established with specific terms of reference. Its duties include reviewing and making recommendations to the Board on appointment of Directors, Chairman of the Board, membership of Board Committees, Chief Executive Officer, Alternate Chief Executive, Chief Financial Officer, Chief Risk Officer, Head of Compliance and other officers who have responsibilities and functions similar to any of these officers.

The terms of reference require that the Nomination Committee shall comprise not less than three members and a majority of them, including the Chairman, shall be Independent Non-executive Directors. Currently, members of the Nomination Committee are Dr KHOO Cheng Hoe Andrew (Chairman), Ms CHONG Chuan Neo and Ms WONG Pik Kuen Helen.

• Terms of Reference of Nomination Committee

Remuneration Committee

The Remuneration Committee is established with specific terms of reference. Its duties include making recommendations to the Board on the Bank’s remuneration system, policies, structure and practices as well as the remuneration packages of Senior Management and Key Personnel. In determining the bank-wide remuneration policy, the Remuneration Committee will take into account the Group’s business objectives, people strategies, performance, business and economic conditions, market practices and risk management factors. The remuneration policy is applicable to all staff of the Bank and its subsidiaries.

The terms of reference require that the Remuneration Committee shall comprise not less than three members and a majority of the committee, including the Chairman, shall be Independent Non-executive Directors. Currently, members of the Remuneration Committee are Dr KHOO Cheng Hoe Andrew (Chairman), Ms CHONG Chuan Neo and Ms WONG Pik Kuen Helen.

• Terms of Reference of Remuneration Committee

Management Executive Committee

The Management Executive Committee meets regularly to manage the affairs of the Group encompassing all aspects including strategic direction, business and operational strategies, internal controls, risk management, bank culture, sustainability, audit, operations, information technology, legal and compliance matters. The Management Executive Committee reviews and endorses capital frameworks and policies to ensure proper capital resource management and allocation for the Group. The Management Executive Committee comprises the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Risk Officer, Head of Consumer Financial Services, Head of Emerging Business, Head of Global Markets, Head of Human Resources and Head of Wholesale Banking.

Credit Risk Management Committee

The Credit Risk Management Committee, chaired by Chief Credit Officer (Wholesale Credit Risk Management), is the principal senior management body that supports and is accountable to the Risk Management Committee in managing the Group’s credit risk including environmental, social and governance risk under responsible financing. The Credit Risk Management Committee oversees the execution of the Group’s credit risk management framework and policies, to ensure that credit risk taking is aligned with the Group’s risk appetite and business strategy. The Credit Risk Management Committee comprises the Chief Risk Officer, Head of Wholesale Credit Risk Management – Corporate Banking, Head of Wholesale Credit Risk Management – Emerging Business, Head of Consumer Credit Risk Management, Head of Risk Portfolio Management, Head of Consumer Financial Services, Head of Credit Assurance, Head of Emerging Business, and Head of Wholesale Banking.

Asset and Liability Management Committee

The Asset and Liability Management Committee is responsible to provide stewardship in managing the Group’s balance sheet, focusing on liquidity management, interest rate management, market risk management, structural foreign exchange management and internal funds transfer pricing mechanism of the Group. The Asset and Liability Management Committee comprises the Chief Executive Officer, Chief Financial Officer, Chief Risk Officer, Head of Consumer Financial Services, Head of Emerging Business, Head of Global Markets, and Head of Wholesale Banking.

Policies and Procedures

• Board Diversity Policy
• A Brief Summary of the Risk Appetite Statement of OCBC Bank Group