Corporate Governance


Governance Framework

Temasek is a commercial investment company governed by the Singapore Companies Act and the Singapore Constitution.

Our governance framework emphasises substance over form, long term over short term, and puts institution over self. It provides for accountability and a robust balance between empowerment and compliance.

Our Board and management ensure compliance with the rules and regulations wherever we have investments or operations.

Commercial discipline

We manage our portfolio as an active investor and asset owner, with full commercial discretion and flexibility under the guidance of our Board.

Relating to the President of Singapore and our shareholder

Under Singapore’s Constitution and laws, neither the President of the Republic of Singapore nor the Singapore Minister for Finance, our shareholder, is involved in or direct our investment strategies, investment decisions, or other business decisions, except in relation to the protection of our past reserves.

Relating to our portfolio companies

As an engaged shareholder, we promote sound corporate governance in our portfolio companies. This includes the formation of high calibre, experienced and diverse boards to guide and complement management leadership. We do not direct their business decisions or operations.

To read more on corporate governance, please see A Trusted Steward in the Temasek Review.


Board of Directors

Our Board provides overall guidance and policy directions to management.

Our Board operates on a commercial basis, with the added constitutional responsibility, together with our 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 Government on our Board.

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 (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)

We operate in a complex global environment influenced by multiple geopolitical and socio-economic forces. The RSC was established to enhance focus on opportunities and risks arising from sustainability trends, including climate change, and other financial, reputational, operational and cyber risks.

The RSC supports the Board in its oversight responsibilities by reviewing, among other things, our portfolio risk appetite and profile, material Environmental, Social, and Governance (ESG) matters, risk management and sustainability frameworks and policies, as well as key public statements relating to risk, sustainability, and ESG. The RSC coordinates with other standing Committees of the Board, such as the AC and the LDCC, in its oversight of risk and sustainability matters, where relevant. The RSC met six times during the year.

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.

  Board ExCo AC LDCC RSC
Lim Boon Heng Chairman Chairman   Chairman  
Cheng Wai Keung Deputy Chairman Member   Member  
Bobby Chin YC Member   Chairman    
Fu Chengyu Member        
Jenny Lee Member       Member
Stephen Lee CY Member Member Member Member  
Lee Theng Kiat Member Member   Member Member
Dilhan Pillay Sandrasegara ED & CEO Member      
Tan Chee Meng Member   Member   Member
Tan Chong Meng Member Member      
Peter R Voser Member     Member Chairman
Geoffrey Wong EK Member   Member    
Jaime Augusto Zobel de Ayala Member       Member

Whistleblowing Form

As an institution and as individuals, we act with integrity and are guided by our Temasek values. 

External parties outside Temasek who wish to report any alleged misconduct of Temasek board directors or employees can inform us through this form. This includes conduct which breaches laws, regulations or business ethics.

Temasek is committed to handling such reports with integrity, expediency, independence and confidentiality. External parties should report their concerns in good faith and their identities will be kept confidential unless otherwise required by applicable laws or regulations.

Mandatory fields are marked with *


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