Corporate Governance

Guided by our Purpose, which defines why we do what we do, our Charter sets out who we are and what we do.

Incorporated as a company under the Singapore Companies Act on 25 June 1974, Temasek is wholly owned by the Singapore Minister for Finance.

Under the Singapore Constitution, Temasek is a Fifth Schedule entity with a constitutional responsibility to safeguard our Company’s past reserves. Temasek’s reserves form part of the nation’s reserves.

Temasek owns its assets — we are not a fund manager. We do not manage Singapore’s Central Provident Fund savings, or the Singapore Government’s assets, or the foreign exchange reserves of Singapore. Neither does Temasek manage the assets of any other Fifth Schedule entity; these are independently managed by the respective Fifth Schedule entities themselves.

Temasek is not state-directed. Neither the President of Singapore nor the Singapore Government is involved in or directs our investment strategies, investment decisions, or other business decisions, except in relation to the protection of our past reserves.

Relating to the President of Singapore

The Chairman, Chief Executive Officer (CEO), and each Board member have the responsibility under the Singapore Constitution to protect our Company’s past reserves.

Our Board and the CEO have a duty to seek the President’s approval before any draw occurs on our past reserves. There is no draw on our past reserves if our total reserves equal or exceed our past reserves. Mark-to-market declines on existing investments are not a draw on past reserves. We have a duty to ensure every disposal of investment is transacted at fair market value. A realised loss arising from such disposals at fair market value is not a draw on past reserves.

Every year, the Temasek Board and senior management brief the President and the Council of Presidential Advisers on Temasek’s performance and investment strategies.

Relating to Our Shareholder

Our shareholder holds the Board accountable for our overall performance by assessing Temasek’s long-term returns. In turn, the Board delegates the day-to-day management of Temasek to Temasek’s senior management.

While the Board Leadership Development & Compensation Committee is responsible for recommending Board and management leadership plans, our shareholder has the right under the Singapore Companies Act to appoint, reappoint, or remove our Board members, subject to the President’s concurrence. The Board’s appointment or removal of the CEO is also subject to the President’s concurrence. These constraints are part of the “second key” concept to safeguard the integrity of our Board and CEO in protecting Temasek’s past reserves.

Temasek declares dividends annually in accordance with our dividend policy. Our Board sets our dividend policy, balancing the sustainable distribution of profits as dividends to our shareholder with the retention of profits for reinvestment to generate future returns. The policy also takes into account our constitutional responsibility to protect Temasek’s past reserves. Our Board recommends the dividend payout for our shareholder’s acceptance at the annual general meeting.

Under the Net Investment Returns (NIR) framework, the Government is permitted to spend up to 50% of the expected long-term real rates of return of GIC, the Monetary Authority of Singapore, and Temasek. The NIR framework does not affect, change, or impact Temasek’s responsibility to protect our past reserves; our dividend policy; and strategies and operations as a long-term investor.

Every year, the Temasek Board and senior management meet with the Finance Minister and officials from the Ministry of Finance, to review Temasek’s performance and investment strategies.

Our Internal Governance Approach

Temasek is an exempt private company under the Singapore Companies Act which is exempted from disclosing its financial information publicly. We have nonetheless published our portfolio performance in our annual Temasek Review since 2004, and our consolidated group financials in our bond offering circulars. As a commercial investment company, our annual statutory financial statements are audited by a major international audit firm.

We comply with our obligations under Singapore laws and regulations, as well as those of the jurisdictions where we have investments or operations.

Our Board has a fiduciary duty towards Temasek as a Company, with full discretion and flexibility to guide the management of our portfolio.

Temasek Holdings Board

The Board, together with the Temasek Holdings CEO, has oversight of the overall portfolio and guides the collective leadership and management, working as OneTemasek to deliver on our T2030 strategy.

Our Board operates on a commercial basis, with the added constitutional responsibility, together with our Chairman and CEO, of protecting the Company’s past reserves, given Temasek’s status as a Fifth Schedule entity under the Singapore Constitution. There are no nominees of the Singapore Government or any other government on our Board.

The annual Board schedule includes quarterly two-day meetings, and additional meetings as needed, such as for significant large investments. 

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 Board has separate and independent access to information and employees 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. 

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

Board Governance

Decisions at Board and Committee meetings are based on a simple majority of the votes, including those made 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.

Board members with interests that may conflict with specific Temasek interests are recused from the relevant information flow, deliberations, and decisions on the matter on which they are conflicted.

Quarterly Board meetings include Executive Sessions for non-executive Directors to meet without management presence. The discipline of our annual CEO succession review is a part of these deliberations.

Full profiles of our Board members are available here.

Temasek Organisation Structure 

With effect from 1 April 2026, Temasek manages its investment portfolio through the following wholly-owned entities: Temasek Singapore (TSG), Temasek Global Investments (TGI), and Temasek Partnership Solutions (TPS).  

This structure provides dedicated focus within each portfolio segment, strengthens accountability, and enables disciplined decision‑making and effective oversight across the firm. Group-wide governance, strategic coordination, and shared operational capabilities are delivered through Temasek International (TI). 

We continue to operate collectively as OneTemasek, guided by a shared Purpose — So Every Generation Prospers. 

Our management committees have clearly defined authorities delegated by the Board. These committees are chaired by the Temasek Holdings CEO and comprise members of senior management from across TI, TSG, TGI, and TPS.

Temasek Senior Management

Under the oversight of the Temasek Holdings Board and CEO, Temasek’s senior management provides enterprise leadership across the firm, translating strategy into disciplined execution as OneTemasek. The senior management drives portfolio performance, strengthens organisational effectiveness, and upholds integrity, discipline, and a long-term perspective, to steward capital responsibly and deliver good sustainable returns over the long term.

For more information, see Our Leadership.

Relating to Our Portfolio Companies

We engage our portfolio companies to enhance long-term shareholder value and advocate sound governance, sustainability, and corporate practices.

Governance

The day-to-day management and business decisions of companies in our portfolio are the responsibility of their respective boards and management. Temasek does not direct their business decisions or operations.

Effective board governance is fundamental to a company’s success and long-term viability. Board directors have a fiduciary duty to safeguard the interests of their respective companies and shareholders as a whole. We rely on the boards of portfolio companies to set strategy, supervise management’s performance, exercise effective oversight, and be accountable for their decisions and outcomes.

We support the formation of high-calibre and effective boards. An effective board demonstrates independent judgement, a strong mix of competencies and expertise, as well as diversity and accountability. We encourage the boards of our portfolio companies to regularly review board succession plans in line with their evolving strategies and operating environments.

We support boards that are predominantly independent, comprising individuals with the requisite skills, experience, and attributes to significantly contribute to the success of the company. We advocate that the Chairman and CEO roles be held by separate persons to ensure a healthy balance for independent decision-making and effective oversight.

Where appropriate, we will seek to appoint our employees as representative directors to the boards of our portfolio companies. These appointments support long-term value creation and governance oversight, and do not involve directing the company’s operations or management. 

Our representative directors are expected to actively contribute their expertise in the discharge of their board responsibilities. In doing so, they owe their primary fiduciary duties to, and must act in the best interests of, the portfolio companies to which they are appointed. Where required by law or exchange rules, they must recuse themselves from decisions involving Temasek.

We do not provide financial guarantees for the obligations of our portfolio companies, just as the Singapore Government does not provide any financial guarantees for Temasek’s obligations.

Engagement

While we do not direct the business decisions or operations of our portfolio companies, as an engaged shareholder, we work constructively with our portfolio companies to support strong alignment between strategy and long-term performance, and between returns and rewards. Our engagements focus on board effectiveness, the alignment of executive compensation with performance, strategy, risk oversight, and sustainability matters that are material to a company’s long-term value creation and resilience.

Engagement is an ongoing process that may evolve over time, shaped by the company’s circumstances and performance. Increasingly, we seek to work with our portfolio companies to thrive in a rapidly evolving and volatile business environment, where new risks and opportunities are emerging from transformative technologies like Artificial Intelligence and cybersecurity, regulatory and trade fragmentation, and climate change, among other developments.

We also encourage the exchange of ideas and sharing of best practices through roundtables and networking events that we organise. 

We, and our Board, do not have access to any non-public technical information or personal data held by our portfolio companies.

Voting 

As a shareholder, we exercise our voting rights to express our views on how a portfolio company should be governed and led, and to hold its board and executives accountable for their actions, decisions, and performance. Voting serves as an important mechanism to reinforce accountability and signal our expectations to boards and management teams. 

Through voting, we seek to promote sound governance, protect our interests as an investor, and support long‑term value creation, including the adoption of sustainable and responsible business practices where relevant to the company’s long‑term success. 

To support a disciplined and consistent approach to voting, Temasek has established a voting policy that articulates our governance principles and shareholder expectations. The policy provides guidance on the exercise of our ownership rights across key matters such as board composition and effectiveness, remuneration, and shareholder rights. 

Recognising that governance practices and regulatory frameworks vary across markets, our voting approach is informed by jurisdiction‑specific guidelines that reflect local laws, market practices, and governance codes, while remaining aligned with our core principles as a long‑term shareholder. This enables us to apply our governance expectations consistently across our global portfolio, while taking into account the nuances of different markets and operating environments. 

Our voting decisions are informed by our ongoing engagement with portfolio companies and reflect our assessment of governance practices, leadership arrangements, and alignment between performance, strategy, and rewards. 

Expectation

Our portfolio companies are key to building a resilient and forward-looking portfolio as part of our T2030 strategy, and ultimately, to deliver good sustainable returns over the long term. As part of our constructive engagement, we share our shareholder expectations with the boards of our portfolio companies. We encourage them to remain agile and innovative, and to be prepared to navigate disruption while capturing new opportunities.

We expect portfolio companies to comply with applicable laws and uphold sound corporate governance and ethical standards. We do not condone misconduct or malfeasance and hold the boards accountable for the activities of their respective companies. 

Boards are expected to set the tone, guide management in strategy development and execution, and exercise effective oversight to ensure governance and compliance systems remain robust, appropriate, and effective over time. Boards must be constantly reviewed and refreshed to ensure they achieve the right balance between continuity and relevance in dynamic environments.