Board of Directors

As at 31 March 2023, our Board comprises 13 members from across the world, each with diverse skills, experiences, and knowledge, and the majority of whom (85%) are non-executive independent private sector business leaders. Teo Ming Kian retired from the Board on 30 September 2022. Ajay Banga stepped down on 30 April 2023 following his nomination to the role of World Bank Group President. Robert Zoellick retired from the Board on 30 June 2023. He assumed the roles of non-executive Chairman, Americas of Temasek International and Chairman of the Temasek Americas Advisory Panel from 1 July 2023.

The annual Board schedule includes quarterly two-day meetings, and additional meetings as needed, such as for significant large investments. Seven Board meetings were held in the last financial year.

The Board has reserved the following matters for its decision:

• overall long term strategic objectives
• annual budget
• annual audited statutory accounts
• major investment and divestment proposals
• major funding proposals
• CEO appointment and succession planning
• Board changes
• portfolio risk appetite and profile

The following Board committees, each chaired by a non-executive Director who is independent of management, have been set up with specific delegated authorities:

• Executive Committee
• Audit Committee
• Leadership Development & Compensation Committee
• Risk & Sustainability Committee

The Board has separate and independent access to information to assist it with its deliberations, including the opportunity to request supplementary or explanatory information from management. Management provides information to the Board on an ongoing basis, including minutes of key management committee meetings, to allow the Board to effectively discharge its responsibilities.

Executive Committee (ExCo)

The ExCo has been delegated the authority to approve new investment and divestment decisions up to a defined threshold, beyond which, transactions will be considered by the Board. The minutes of ExCo meetings are circulated to the Board. The ExCo met nine times during the year.

Audit Committee (AC)

Comprising only independent directors, the AC supports the Board in its oversight responsibilities by reviewing, among other things, our system of internal controls, and processes used for financial reporting, audit, and monitoring compliance with laws and regulations. The AC also reviews the scope and results of the external audit, and the independence of the external auditors.

The AC is supported by Internal Audit (IA). To ensure its independence, IA reports functionally to the AC and administratively to the office of the CEO of Temasek Holdings.

IA has full and unrestricted access to all records, properties, and personnel to effectively perform its functions. IA performs planned reviews of key control processes for all offices.

To maintain confidentiality, the key controls over financial reporting relating to central payroll processes are reviewed by external auditors as part of the statutory audit of our group financial statements. IA may also undertake special reviews requested by our Board, AC, or senior management. The minutes of AC meetings are circulated to the Board.

The AC met four times during the year. The AC also has separate sessions, without management, with the external auditors and with IA.

Leadership Development & Compensation Committee (LDCC)

The LDCC is responsible for recommending Board and management leadership plans to the Temasek Board. These include Board and CEO succession, as well as guidelines and policies on performance measurement and compensation plans. The LDCC met four times during the year.

Risk & Sustainability Committee (RSC)

Board Governance

Decisions at Board and Committee meetings are based on a simple majority of the votes, including those via telephone and/or video conference. Where a Board resolution is obtained via circulation, the resolution becomes effective upon approval by at least two thirds of the Board.

Full profiles of our Board members are available on our corporate website.