The Leadership Development and Compensation Committee (LDCC) of the Temasek Board has approved a request from Singtel for Mr Lee Theng Kiat to serve as a non-Executive Director, and Chairman-Designate, of the company, with effect from 15 January 2020.

Mr Lee will remain as Chairman of Temasek International Pte. Ltd., with Dilhan Pillay as the CEO.  He will also continue to be an Executive Director of the parent company of Temasek International – Temasek Holdings (Private) Limited.

Temasek Governance Framework

Temasek has a long-standing corporate governance framework that separates the governance oversight from operational management of portfolio companies.  It is Temasek policy as a shareholder not to direct the operations and management of its portfolio companies.

Temasek will continue to exercise its shareholder rights at the appropriate forums such as shareholder meetings, and does from time to time share its views on the macro developments and risks as well as industry trends, with its portfolio companies.

Practice of recusal for managing potential conflicts of interest
Temasek also has a long-standing practice where Board members or staff would be recused whenever there may  be a conflict of interest.  This enables our Board member or staff to act in the best interest of their external responsibilities outside of Temasek, such as when they are board members of a company that may compete with another Temasek portfolio company.

For example, a Temasek Board member who is a board member of a bank in Singapore, would be recused from all information flow, deliberations and decisions in Temasek regarding the said bank as well as other competing banks in Singapore.  This enables the board member to serve the external bank board freely and without reservations.

Mr Lee will similarly be recused from deliberations by Temasek regarding Singtel and other competing Temasek portfolio companies in Singapore in the telecommunications space.  This will help ensure there is no conflict of interest in order for Mr Lee to exercise his fiduciary duties on the Singtel board.

Should any Temasek staff be appointed as assistants to support  Mr Lee in respect of his duties on the Singtel board, they will be similarly recused from Temasek deliberations and decisions pertaining to Singtel and other competing companies in the Temasek portfolio. 

Non-Executive non-Independent Director role
Mr Lee is not a nominee of Temasek on the Singtel board.  He will serve as a non-Executive non-Independent Director of Singtel, and does not act for Temasek in respect of his board role at Singtel. 

Mr Lee has also requested that he be not paid any director’s fees. 

Consent from Temasek LDCC
The LDCC is a board committee of Temasek that reviews and approves matters relating to leadership development and compensation of Temasek. 

Members of the LDCC have consented to the request from the Singtel board, to appoint Mr Lee to their board as a non-Executive Director and Chairman-designate as part of their board succession.  

Temasek Holdings Chairman, Mr Lim Boon Heng, noted, “Temasek’s governance framework for our portfolio companies is premised on our belief that boards of our portfolio companies should comprise persons with capabilities and complementary skillsets for the oversight of the management of the relevant portfolio company and its businesses.  In this regard, Temasek notes that the Singtel board has determined that Theng Kiat has the requisite experience and leadership traits to lead Singtel.”  

“Accordingly, the LDCC has given its approval for Theng Kiat to take up the proposed appointment on the Singtel board, in his personal capacity and not as a nominee of Temasek.  This is also subject to certain safeguards within Temasek on potential conflicts of interest.”