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Corporate Governance

Corporate Governance

Board Duties

The UOB Board views good corporate governance as fundamental to the creation, protection and enhancement of the value of the Bank, and to achieving sustainable growth.

The Board is responsible for:

  • providing entrepreneurial leadership and strategic direction;
  • setting the desired organisational culture, standards of ethical behaviour and values of the Bank
  • approving business plans, annual budgets, capital and debt structures, material investments, acquisitions and disposals;
  • approving financial statements;
  • overseeing Management’s performance;
  • promoting a strong culture of ethical behaviour and a strong system of risk management and internal controls;
  • determining the Group risk appetite;
  • considering sustainability issues, and overseeing the monitoring and management of the material environmental, social and governance (ESG) factors;
  • performing succession planning for the Board and Management; and
  • promoting regular, effective and fair communications with shareholders and managing relationships with material stakeholders.

The Board has established five Board Committees to perform certain duties. They are the Audit Committee, Board Risk Management Committee, Executive Committee, Nominating Committee and Remuneration and Human Capital Committee.

More information on UOB's corporate governance can be found in the UOB Annual Report.

UOB Constitution

Click here for the Constitution of UOB.

Additional Information

Board Committees
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Audit Committee (AC)

The AC oversees matters relating to the following:

  • reviewing the financial statements and any significant change in accounting policies and practices;
  • reviewing the adequacy and effectiveness of internal accounting control systems and material internal controls;
  • approving the appointment, reappointment and removal (if necessary) of the external auditor, its audit fees and terms of appointment, reviewing the audit plans and reports and evaluating the external auditor’s performance;
  • approving the appointment and remuneration of the Head of Group Audit and evaluating his performance;
  • reviewing the independence, adequacy and effectiveness of the internal audit function, the audit plans, reports and results, and the budget and resources of our internal audit function;
  • reviewing policies and procedures for handling fraud and whistle-blowing cases and overseeing related investigations; and
  • reviewing interested person transactions.

Board Risk Management Committee (BRMC)

The BRMC oversees risk management matters, including the following:

  • overseeing the establishment and operation of a sound and independent risk management system to identify, to measure, to monitor, to control and to report risks on an enterprise-wide basis;
  • overseeing the risk culture and conduct, and risk appetite;
  • overseeing the establishment of risk measurement models and approaches;
  • reviewing the adequacy of the risk management function’s resources;
  • guiding Management in ensuring that the remuneration and incentive structure do not encourage inappropriate risk-taking;
  • reviewing related party transactions and interested person transactions;
  • reviewing material credit policies, credit limits and exposure to large credits; and
  • approving the appointment and remuneration of the Chief Risk Officer and reviewing his performance.

Executive Committee (EXCO)

The EXCO’s responsibilities are to:

  • provide strategic direction and overseeing its implementation;
  • review business plans, budget and capital and debt structures;
  • review financial, business and operational performance against the approved strategy and budget;
  • consider sustainability issues and determining the material ESG factors; and
  • review strategic initiatives (including human resources and technology initiatives) and transactions.

Nominating Committee (NC)

The main responsibilities of the NC are to:

  • assess the independence of directors;
  • recommend the appointment and re-election of directors;
  • review the size and composition of the Board and Board Committees;
  • assess the performance of the Board, Board Committees and each director;
  • establish a board diversity policy and monitoring compliance with the policy;
  • implement a programme for the continual development of the directors;
  • review the nominations and reasons for resignations of the key management appointment holders; and
  • perform succession planning for our Directors, our CEO and key management personnel.

Remuneration and Human Capital Committee (RHCC)

The RHCC’s main responsibilities are to:

  • determine a remuneration structure and framework for the Directors;
  • determine a remuneration framework for employees that is appropriate and proportionate for sustained performance and value creation, for long-term success and linked to performance and risk management;
  • oversee the performance assessment of Senior Management; and
  • review the frameworks and policies for human capital development and management and succession planning for Senior Management.

Please click here for the composition of each committee.

The Bank has a whistleblowing policy which provides for access to well-defined channels for any individual to report in good faith, without fear of reprisal, any suspected wrongdoing to the Head of Group Audit, Chairman of the Audit Committee, CEO or Chairman of the Board.

Reports may be sent by post to the Head of Group Audit at United Overseas Bank Limited, One Raffles Place, Tower 1 #15-02, Singapore 048616 or by email to whistleblowing@uobgroup.com. All reports received are accorded confidentiality and investigated independently by Group Audit, the administrator of the whistleblowing policy. Group Audit submits regular updates on whistleblowing reports received to the Audit Committee.

The Bank has a code on dealing in securities. The code requires directors and employees to comply with applicable laws on insider dealings at all times and prohibits dealings in the Bank's securities:

  • on short-term considerations;
  • during the period commencing two weeks before the announcement of the Bank's financial updates for each of the first and third quarters of the financial year and one month before the announcement of the Bank's half year financial results and full-year financial statements; and
  • whenever they are in possession of price-sensitive information

Directors and employees are informed of the prohibited dealing periods. The Bank does not deal in its securities during the prohibited dealing periods.

Principles Of Engagement With Investment Community

1. Purpose

  1. 1.1 The Group Investor Relations ("IR") Policy seeks to:-
  1. promote regular, effective and fair communication with the shareholders; shareholders proxy voting agencies; equity, fixed-income and ESG-focused1 analysts and investors; and credit rating agencies ("investment community");
  2. regularly convey pertinent information to shareholders in a fair, clear and timely manner.

1 ESG-focused analysts and investors are those who assess a company's risks, opportunities and capabilities from an Environmental, Social and Governance perspective. This excludes extra-financial rating agencies (such as MSCI, Sustainalytics), which provide ratings of listed companies based on ESG criterias.

2. Dissemination of Information

  1. 2.1 Senior Management and/or the Board shall provide timely, accurate and pertinent information about the UOB Group in accordance with Singapore Exchange Securities Trading Limited ("SGX-ST") listing requirements and Code Guideline 15.1.
  2. 2.2 All material, price-sensitive announcements will be made via the SGXNET and where applicable, other channels, including the UOB website.
  3. 2.3 All Business Units ("BUs") should inform Group IR Division as soon as they are aware of any material information. Group IR Division will then consult Group Secretariat on the need to release such information on SGXNET.

3. No Selective Disclosure

  1. 3.1 If material non-public information is released inadvertently in any forum, BUs shall immediately inform Group IR Division, who will consult Group Secretariat on a release of the same information via SGXNET.
  2. 3.2 Any prepared information (such as presentation slides) intended for briefings and meetings must first be released on the SGXNET. Results briefings are recorded live and made available to the public via the UOB website.

4. "Quiet/Blackout" Period

  1. 4.1 All staff should not comment in any way on the status of the UOB Group's or Bank's current quarter's financials and operations nor allude to earning estimates, during the "quiet/blackout" periods.
  2. 4.2 "Quiet/blackout" periods are one month before the announcement of the Group's first-half and full-year results and two weeks before each of the first- and third-quarter's trading updates.

5. Management's Communication with Investment Community

  1. 5.1 Group CEO and/or such other person as authorised by him shall meet with the investment community on a regular basis.
  2. 5.2 The Group IR Division Head or his/her delegate(s) should be present either in person or by teleconference at all meetings with the investment community.
  3. 5.3 Communications with the investment community by BUs shall only be through the Group IR Division and with the concurrence of the Group IR Division Head. Any request for meetings/teleconferences received by BUs directly from the investment community should be redirected to the Group IR Division for followup. Group IR Division shall keep a record of all meetings/teleconferences with the investment community on a Group level.