CORPORATE GOVERNANCE STATEMENT

The board and management of Sembcorp recognise that well-defined corporate governance processes are essential in enhancing corporate accountability and long-term sustainability, and are committed to high standards of governance to preserve and maximise shareholder value. This report sets out the company’s corporate governance processes and activities for the financial year with reference to the principles set out in the Singapore Code of Corporate Governance 2012 (the Code). The board is pleased to report that the company has complied in all material aspects with the principles and guidelines set out in the Code, and any deviations are explained in this report.

The company continually reviews and refines its processes in light of best practice, consistent with the needs and circumstances of the Group. We are encouraged that our efforts towards excellent governance have been recognised. Sembcorp was ranked sixth in the 2015 edition of the Governance & Transparency Index, a well-respected index assessing the transparency of 639 Singapore-listed companies, jointly launched by The Business Times and the National University of Singapore Business School’s Centre for Governance, Institutions and Organisations. In addition, at the SIAS Investors Choice Awards 2015, Sembcorp was recognised as the Most Transparent Company under the Oil & Gas category. This award honours public listed companies that have demonstrated exemplary corporate governance and transparency practices throughout the year.

Sembcorp is led by an effective board comprising mainly independent non-executive directors. The board is headed by Ang Kong Hua. He is joined on the board by Tang Kin Fei, Bobby Chin Yoke Choong, Margaret Lui, Tan Sri Mohd Hassan Marican, Tham Kui Seng, Dr Teh Kok Peng, Ajaib Haridass, Neil McGregor and Nicky Tan Ng Kuang, who was appointed to the board on November 1, 2015. Goh Geok Ling and Evert Henkes were also directors of the company until their retirement from the board at the last annual general meeting (AGM) of the company on April 21, 2015.

Role of the board

The board is collectively responsible for the long- term success of the company. Each director exercises his / her independent judgement to act in good faith and in the best interest of the company for the creation of long-term value for shareholders. The principal duties of the board are to:

•	Provide leadership and guidance to management on the Group’s overall strategy, taking into consideration sustainability issues and the need to ensure necessary financial and human resources are in place
•	Ensure the adequacy of the Group’s risk management and internal controls framework and standards, including ethical standards, and that its obligations to shareholders and other key stakeholders are met
•	Review management performance and oversee the Group’s overall performance objectives, key operational initiatives, financial plans and annual budget, major investments, divestments and funding proposals, quarterly and full-year financial performance reviews, risk management and corporate governance practices
•	Provide guidance on sustainability issues, such as environmental and social factors, as part of the Group’s overall business strategy

To assist the board in the efficient discharge of its responsibilities and provide independent oversight
of management, the board has established the following board committees with written terms
of reference:

•    Executive Committee
•    Audit Committee
•    Risk Committee
•    Executive Resource & Compensation Committee
•    Nominating Committee
•    Technology Advisory Panel

Special purpose committees are also established as dictated by business imperatives.

Composition of the board committees is structured to ensure an equitable distribution of responsibilities among board members, maximise the effectiveness of the board and foster active participation and contribution. Diversity of experience and appropriate skills are considered along with the need to maintain appropriate checks and balances between the different committees. Hence, membership of the Executive Committee, with its greater involvement in key businesses and executive decisions, and membership of the Audit and Risk Committees, with their respective oversight roles, are mutually exclusive.

The directors and executive officers of the company have each given an undertaking that in the exercise of their powers and duties as a director or executive officer of the company, they shall apply their best endeavours to comply with the requirements of Singapore Exchange Securities Trading (SGX-ST), pursuant to or in connection with the SGX-ST Listing Manual from time to time in force, and use their best endeavours to procure that the company shall so comply.

The Group has adopted internal controls and guidelines that set out financial authorisation and approval limits for borrowings, including off-balance sheet commitments, investments, acquisitions, disposals, capital and operating expenditures, requisitions and expenses. Significant investments and transactions exceeding threshold limits are approved by the board while transactions below the threshold limits are approved by the Executive Committee and management to facilitate operational efficiency, in accordance with applicable financial authority limits.

Executive Committee

The Executive Committee (ExCo) is chaired by Mr Ang and its members include Mr Tang, Mrs Lui as well as Mr Tan, who joined the ExCo on January 1, 2016. Mr Goh was a member until his retirement from the board on April 21, 2015.

Within the limits of authority delegated by the board, the ExCo reviews and approves business opportunities, strategic investments, divestments, and major capital and operating expenditure. The ExCo also evaluates and recommends larger investments, capital and operating expenditure and divestments to the board for approval.

Technology Advisory Panel

The Technology Advisory Panel (TAP) comprises board members Mr Ang, Mr Tang and Dr Teh, as well as co-opted members Dr Josephine Kwa Lay Keng, Dr Ng How Yong and Prof Lui Pao Chuen. Their profiles may be found under the TAP chapter of this annual report.

The TAP provides guidance to the Group on its vision and strategy in leveraging technology to enhance Sembcorp’s leadership in the energy and water industries. The panel advises on technologies for research and development as well as investment, oversees the development and application of significant emerging and potentially disruptive technologies in the energy and water sectors, and ensures the appropriate management of specialised research and development projects and systems for intellectual property creation and protection. In addition, the panel advises Sembcorp’s board and management on technological trends and opportunities in line with the company’s growth strategies.

The other committees’ respective composition, roles and responsibilities are further explained in this report. Minutes of board committee meetings are circulated to the board to keep directors updated on each committee’s activities.

Meetings and attendance

The board meets on a quarterly basis to review and approve the release of the company’s quarterly results, as well as to deliberate on key activities and business strategies, including significant acquisitions and disposals. At these board meetings, the Group President & CEO updates the board on the development and prospects of the Group’s businesses and each board committee provides a report on its activities. An additional board meeting is held at the end of each financial year to review the Group’s strategy and to consider and approve the Group’s budget for the following year. Ad-hoc board meetings may also be convened as necessary to consider other specific matters. At quarterly board meetings, time is set aside for the board to discuss management’s performance. Members of management are not present at or privy to such discussions. In addition, in December 2015, a two-day off-site board retreat was organised for in-depth discussion on strategic issues.

Board and board committee meetings, as well as AGMs of the company are scheduled in consultation with the directors before the start of each year. Telephonic attendance and conference via audio- visual communication channels are allowed under the company’s Constitution to enable the participation of directors who are unable to be present. Decisions made by the board and board committees may be obtained at meetings or via circular resolution. Should a director be unable to attend a board or board committee meeting, he / she will still be sent the papers tabled for discussion and have the opportunity to separately convey any views to the chairman for consideration or further discussion with other directors. If necessary, a separate session may be organised for management to brief that director and obtain his / her comments and / or approval.

The directors’ attendance at board and committee meetings held during the financial year 2015 is set out here.

Board orientation and training

All new directors receive formal letters of appointment explaining the Group’s governance policies and practices, as well as their duties and obligations as directors. New directors also receive an information pack that contains the Group’s organisation structure, the contact details of members of senior management, the company’s Constitution, respective committees’ terms of reference, the Group’s policy relating to disclosure of interests in securities and prohibition on dealings in Sembcorp securities, as well as guidelines on directors’ fees.

The company conducts comprehensive orientation programmes for new directors. These include briefings on board policies and processes, presentations by senior management on Sembcorp’s organisation, overall strategic plans and direction, financial performance and business activities in various markets, as well as facility visits.

As part of training and professional development for the board, the company ensures that directors are briefed from time to time on changes to regulations, guidelines and accounting standards, as well as other relevant trends or issues. These are done either during board meetings, at board dinners or at specially convened sessions, including training sessions and seminars conducted by
external professionals.

Briefings and updates provided for directors in 2015

•	Briefings on developments in accounting and governance standards presented by our external auditors at Audit Committee meetings
•	Quarterly updates on the Group’s business and strategic developments presented by the Group President & CEO to the board
•	Quarterly overviews on the Group’s risk and controls environment and updates relating to other risk management and governance initiatives, such as the risk appetite and governance assurance frameworks, presented by the Group Risk and Governance departments to the Risk Committee
•	Updates on changes to the Singapore Companies Act presented by external legal advisors to the board
•	Demonstration on three-dimensional printing technology by an external vendor to the board
•	Overview on global cyber security presented by an external technology service provider to the board
•	Public conference and forum discussion on best practices for boards, talent management and technology

Besides such briefings, articles and reports relevant to the Group’s businesses are also circulated to the directors for information. Furthermore, facility visits to the Group’s operating sites and meetings with key customers and government officials are arranged to enhance our directors’ understanding of the Group’s businesses. In July 2015, directors visited our newly acquired subsidiary, Sembcorp Green Infra, in New Delhi, India. At this visit, meetings with government officials and presentations by Sembcorp Green Infra’s management were held to enhance the board’s understanding of Sembcorp Green Infra’s business and its regulatory and operating environment, as well as India’s renewable energy sector.

Board composition

The current board comprises 10 directors, seven of whom are independent directors. Excluding the Group President & CEO, all the directors are non-executive. The board members include business leaders and professionals with strong experience relevant to the Group’s businesses, from engineering, petrochemicals, oil and gas and real estate industries to accountancy, finance and legal sectors. Best efforts have been made to ensure that in addition to contributing their valuable expertise and insight to board deliberations, directors also bring to the board independent and objective perspectives to allow balanced and well-considered decisions to be made. The board is of the view that given that the majority of directors are non-executive and independent of management in terms of character and judgement, objectivity on issues deliberated is assured. Profiles of the directors may be found here.

Review of directors' independence

The independence of each non-executive director is assessed annually. Each director is required to complete a Director’s Independence Checklist drawn up based on the guidelines provided in the Code. The checklist also requires each director to assess whether he / she considers himself / herself independent despite involvement in any of the relationships identified in the Code. Thereafter, the Nominating Committee reviews the completed checklists, assesses the independence of the directors and presents its recommendations to the board.

Taking into account the views of the Nominating Committee, the board determined in 2015 that with the exception of Mr Tang, Mrs Lui and Mr McGregor, all of Sembcorp Industries’ directors are independent. Mr Tang is Group President & CEO and an executive director. Mrs Lui is Chief Executive Officer of Azalea Asset Management, a related company of Temasek Holdings (Temasek) which holds more than 10% interest in the Group, while Mr McGregor is employed by Temasek as Senior Managing Director of its enterprise development group.

Tan Sri Mohd Hassan Marican and Mr Haridass both sit on the board of Sembcorp Marine, a listed subsidiary from which the company has received payment in excess of S$200,000 in aggregate for consultancy services and provision of utilities services. The board has assessed this matter and is of the view that the payment received from Sembcorp Marine is not significant in the context of the Group’s earnings. The board believes that Tan Sri Mohd Hassan Marican and Mr Haridass’ directorships in Sembcorp Marine have not and will not interfere, or be reasonably perceived to interfere, with their ability to exercise independent judgement and act in the best interest of Sembcorp Industries.

A term limit of nine years is set for independent directors of the Group. Should the board decide to retain any director beyond this nine-year term, it will rigorously review the independence of that director and determine if he / she should continue to be regarded as an independent director. Since the retirement in April 2015 of Mr Goh and Mr Henkes, who were both long-time directors of the company, none of Sembcorp’s current directors have served longer than nine years from the date of
their appointment.

The board has determined that Mr Chin, a director on the board of Temasek, and Tan Sri Mohd Hassan Marican and Mr Tham, who respectively hold the positions of Senior International Advisor and Corporate Advisor at Temasek International Advisors, a subsidiary of Temasek, are independent. All three directors have consistently exercised strong independent judgement in their deliberations. The board believes that they have acted and continue to act in the best interest of the company, as they are not accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of Temasek.



* Up for retirement at AGM

1	Mr Chin was appointed a member of the Nominating Committee with effect from April 22, 2015.
2	Mr Tham was appointed a member of the Risk Committee with effect from April 22, 2015.
3	Dr Teh was appointed a member of the Executive Resource & Compensation Committee with effect from April 22, 2015.
4	Mr Haridass was appointed Chairman of the Risk Committee and a member of the Audit Committee with effect from April 22, 2015.
5	Mr Tan was appointed a director with effect from November 1, 2015 and an Executive Committee member with effect from January 1, 2016.
6	Mr Goh retired as an independent non-executive director and a member of the Executive Committee, Executive Resource & Compensation Committee and Nominating Committee on April 21, 2015.
7	Mr Henkes retired as an independent non-executive director, Chairman of the Risk Committee and a member of the Audit Committee on April 21, 2015.

The Chairman and the Group President & CEO are not related to each other. Their roles are kept separate to ensure a clear division of responsibilities, increased accountability and a greater capacity of the board for independent decision-making.

The Chairman, who is non-executive, chairs the board, ExCo, Executive Resource & Compensation Committee, Nominating Committee and the TAP. He leads and ensures effective and comprehensive board discussion on matters brought to the board, including strategic issues and business planning. The Chairman promotes an open environment for deliberation and ensures that board and board committee meetings are conducted in a manner that allows non-executive directors to participate in meaningful and active discussions. He also provides advice to management and monitors all follow-up actions following the board’s decisions, ensuring that such decisions are translated into executive action. In addition, the Chairman provides leadership and guidance to management, particularly with regard to its global growth strategy and project investments. He also helps to oversee the Group’s talent management, and works with the Group President & CEO to ensure that robust succession plans are in place for key management positions.

The Group President & CEO makes strategic proposals to the board, develops the Group’s businesses in accordance with strategies, policies, budgets and business plans as approved by the board and provides close oversight, guidance and leadership to senior management.

Nominating Committee

The Nominating Committee (NC) comprises non-executive directors, namely Mr Ang, Mrs Lui, Tan Sri Mohd Hassan Marican, as well as Mr Chin, who joined the NC on April 22, 2015. Three out of four of the members of the NC, including its chairman, are independent, namely Mr Ang, Tan Sri Mohd Hassan Marican and Mr Chin. Mr Goh, also an independent director, was a member of the NC until his retirement from the board on April 21, 2015.

The NC is responsible for reviewing Sembcorp’s board to ensure strong, independent and sound leadership to drive the continued success of the company and its businesses.

The key responsibilities of the NC are to:

•	Ensure that the board has the right balance of skills, attributes, knowledge and experience in business, finance and related industries, as well as management skills critical to the company’s businesses
•	Review the composition and size of the board and its committees and recommend new appointments, re-appointments and re-elections to the board and board committees as appropriate
•	Review the directors’ independence and succession plans for the board
•	Develop a process to evaluate board and board committee performance
•	Review training and professional development programmes for the board

Succession planning, appointment and re-appointment of directors

The NC seeks to refresh board membership progressively and in an orderly manner. All appointments to the board are made on merit and measured against objective criteria. Candidates must be able to discharge their responsibilities as directors while upholding the highest standards of governance practised by the Group. The board also recognises the contributions of directors who have, over time, developed deep insight into the Group’s businesses and exercises its discretion to retain the services of such directors where appropriate, to avoid an abrupt loss of experienced directors with a valuable understanding of the Group.

With reference to the Group’s strategies and business plans, the NC reviews the skills mix of board members to ensure that the board has the required diversity, including gender diversity, as well as the competencies to support our growth. When the need for a new director arises, the NC consults with management and identifies a list of potential candidates. These candidates are sourced through an extensive network of contacts and external databases where appropriate, based on the skill sets, experience, knowledge and attributes required to position the board to lead the growth of the company. Thereafter, the NC will interview the candidates and make its recommendation to the board for approval. In accordance with the company’s Constitution, the new director will hold office until the next AGM and, if eligible, can stand for re-appointment.

The company subscribes to the principle that all directors, including the Group President & CEO, should retire and submit themselves for re-election at regular intervals, subject to their continued satisfactory performance. The company’s Constitution requires a third of its directors to retire and subject themselves for re-election by shareholders at every AGM (one-third rotation rule).

In addition, all newly-appointed directors submit themselves for retirement and re-election at the AGM immediately following their appointment. Thereafter, these directors are subject to the one-third rotation rule.

Pursuant to the one-third rotation rule, Mr Tang, Mrs Lui and Tan Sri Mohd Hassan Marican will retire and submit themselves for re-election at the forthcoming AGM. Mr Tan, who was newly appointed to the board on November 1, 2015, will also submit himself for retirement and re-election by shareholders at the forthcoming AGM.

In addition, at the forthcoming AGM, Mr Ang, who is above the age of 70, will retire in accordance with a resolution passed at the company’s last AGM of April 21, 2015, pursuant to Section 153 of the Companies Act, Chapter 50 (which was then in force), and will submit himself for re-election.

The board does not encourage the appointment of alternate directors. No alternate director has been or is currently being appointed to the board.

Review of directors’ time commitments

While reviewing the re-appointment and re-election of directors, the NC also considers the directors’ other board directorship representations and principal commitments to ensure they have sufficient time to discharge their responsibilities adequately. Taking into consideration the total time commitment required of our directors for involvement in Sembcorp’s board and board committees and for their other appointments outside our company, the board has determined that the maximum number of listed company board representations held by any Sembcorp Industries director should not exceed six.

For 2015, the board is satisfied that all directors have given sufficient time and attention to the affairs of the company and have discharged their duties adequately.

Board evaluation process and performance criteria

The board believes that board performance is ultimately reflected in the long-term performance of the Group. Each year, in consultation with the NC, the board assesses its performance to identify key areas for improvement and requisite follow-up actions.

To provide feedback to aid in this assessment, each director is required to complete a questionnaire on the effectiveness of the board, board committees and directors’ contribution and performance. The evaluation considers factors such as the size and composition of the board and board committees, board processes and accountability, board and board committees’ development and effectiveness, information management, decision-making processes, risk and crisis management, succession planning, communication with senior management and stakeholder management. The evaluation and feedback are then consolidated and presented to the board for discussion on areas of strengths and weaknesses. In 2015, the NC reviewed and improved the directors’ questionnaire to further enhance assessment of board and board committee effectiveness. The assessment helps the directors to maintain focus on their key responsibilities, while improving board performance.

Complete, adequate and timely information

The company recognises that directors should be provided with complete, adequate and timely information on an ongoing basis that enables them to make informed decisions, discharge their duties and keep abreast of the Group’s operational and financial performance, key issues, challenges and opportunities. Sembcorp’s management furnishes management and operation reports as well as financial statements to the board on a regular basis. Financial highlights of the Group’s performance and key developments are presented on a quarterly basis at board meetings and the Group President & CEO, Group Chief Financial Officer and members of senior management attend board and board committee meetings to provide insight into matters under discussion and address any queries that the directors may have.

In line with Sembcorp’s strong commitment towards environmental responsibility, directors are provided with electronic tablets that give them access to board and board committee papers prior to and during meetings. As a general rule, the board and board committee papers are made available to directors a week prior to meetings. This is to give the directors sufficient time to review and consider matters at hand. It also ensures that discussions at the meetings can be focused on any questions arising from these matters. The board has ready and independent access to the Group President & CEO, senior management, the company secretary and internal and external auditors at all times, should it require additional information.

Company Secretary

The company secretary assists the Chairman to ensure good information flow within the board and its committees and between the board and senior management. In addition, the company secretary attends to corporate secretarial matters, such as arranging orientations for new directors and assisting with their professional development as required. In consultation with the Chairman and the Group President & CEO, the company secretary assists the board with scheduling of board and board committee meetings, prepares meeting agendas and administers, attends and minutes board proceedings. The company secretary assists the board on the Group’s compliance with the company’s Constitution and applicable regulations, including requirements of the Companies Act, Securities & Futures Act and SGX-ST. Moreover, the company secretary liaises on behalf of the company with SGX-ST, the Accounting and Corporate Regulatory Authority and when necessary, shareholders.

Independent professional advice

In the furtherance of its duties, the board exercises its discretion to seek independent professional advice at the company’s expense, if deemed necessary.

With the assistance of the Executive Resource & Compensation Committee, the board ensures that a formal policy and transparent procedure for determining remuneration of executives and directors are in place.

Executive Resource & Compensation Committee

The Executive Resource & Compensation Committee (ERCC) is chaired by Mr Ang, an independent non-executive director. He is joined on the committee by Mrs Lui, Tan Sri Mohd Hassan Marican as well as Dr Teh, who was appointed to the ERCC on April 22, 2015. Mr Goh was a member of the ERCC until his retirement from the board on April 21, 2015.

The ERCC is responsible for developing, reviewing and recommending to the board the framework of remuneration for the board and key management personnel as defined in the Code. To this end, it:

•	Assists the board to ensure that competitive remuneration policies and practices are in place and aligned with the prevailing economic environment
•	Reviews the remuneration package of each director and member of key management, and endorses or makes further recommendations on such matters to the board for their consideration
•	Establishes guidelines on share-based incentives and other long-term incentive plans and approves the grant of such incentives to key management personnel. These incentives serve to motivate executives to maximise operating and financial performance and shareholder value. They are aimed at aligning the interests of key management personnel with those of shareholders
•	Reviews succession planning for key management personnel and the leadership pipeline for the organisation

In its deliberations, the ERCC takes into consideration industry practices and compensation norms. The Group President & CEO does not attend discussions relating to his own compensation, terms and conditions of service, or the review of his performance. In addition, no ERCC member or any director is involved in deliberations in respect of any remuneration, compensation, share-based incentives or any form of benefits to be granted to himself / herself.

The ERCC has access to expert professional advice on human resource matters whenever there is a need for such external consultation. In 2015, Mercer (Singapore) was engaged as external consultants to provide such advice. In engaging external consultants, the company ensures that the relationship, if any, between the company and these external consultants will not affect the independence and objectivity of the external consultants. In 2015, the ERCC undertook a review of the independence and objectivity of Mercer (Singapore) and has confirmed that it has no relationships with the company which would affect its independence.

In reviewing succession planning and the Group’s leadership pipeline, the ERCC reviews the development of senior staff and assesses their strengths and development needs based on the Group’s leadership competencies framework, with the aim of building talent and maintaining strong and sound leadership for the Group. On an annual basis, the ERCC reviews succession planning for the position of Group President & CEO and that of officers reporting directly to him, as well as for other selected key positions in the company. Potential internal and external candidates for succession are reviewed for different time horizons according to immediate, medium-term and long-term needs. In addition, the ERCC also reviews the company’s obligation arising in the event of termination of the Group President & CEO and key management personnel’s contracts of service, to ensure that such contracts contain fair and reasonable termination clauses.

Sembcorp believes that its remuneration and reward system is aligned with the long-term interest and risk policies of the company. It also recognises that a competitive remuneration and reward system based on individual performance is important to attract, retain and incentivise the best talent.

The Group President & CEO, as an executive director, does not receive director’s fees from Sembcorp. As a lead member of management, his compensation consists of his salary, allowances, bonuses and share-based incentives conditional upon meeting certain performance targets. Details on the share-based incentives and performance targets are available in the Directors’ Statement and Note 32 in the Notes to the Financial Statements.

Non-executive directors' fees

The framework below adopted by the company is based on a scale of fees divided into basic retainer fees, attendance fees and allowances for travel and service on board committees:

The actual number of shares to be awarded to each non-executive director will be determined by reference to the volume-weighted average price of a share on the SGX-ST over the 14 trading days from (and including) the day the shares are first quoted ex-dividend after the AGM (or, if the resolution to approve the final dividend is not approved, over the 14 trading days immediately following the date of the AGM). The number of shares to be awarded will be rounded down to the nearest hundred and any residual balance will be settled in cash. The share component of the directors’ fees for FY2016 is intended to be paid in 2017 after the AGM has been held.

The company does not have a retirement remuneration plan for non-executive directors.

Remuneration for key management personnel

Sembcorp’s remuneration and reward system for key management personnel is designed to ensure a competitive level of compensation to attract, retain and motivate employees to deliver high-level performance in accordance with the company’s established risk policies. The remuneration of our key management personnel comprises three primary components:

•	Fixed remuneration Fixed remuneration includes an annual basic salary, and where applicable, fixed allowances, an annual wage supplement and other emoluments. Base salaries of key management personnel are determined based on the scope, criticality and complexity of each role, equity against peers with similar responsibilities, experience and competencies, individual performance and market competitiveness.
•	Annual variable bonuses The annual variable bonus is intended to recognise the performance and contributions of the individual, while driving the achievement of key business results for the company. The annual variable bonus includes two components. The first is linked to the achievement of pre-agreed financial and non-financial performance targets, while the second is linked to the creation of economic value added (EVA). The EVA-linked bonus component is held in a “bonus bank”. Typically, one-third of the balance in the bonus bank is paid out in cash each year, while the balance two-thirds is carried forward to the following year. Such carried-forward balances of the bonus bank may either be reduced or increased in future, based on the yearly EVA performance of the Group and its subsidiaries. There are provisions in the EVA incentive plan to allow for forfeiture of the outstanding balances in the bonus bank in exceptional circumstances of misstatement of financial results or misconduct resulting in financial loss to the company.
•	Share-based incentives The company’s performance share plan and restricted share plan were approved and adopted by the shareholders at an extraordinary general meeting of the company held on April 22, 2010. Through our share-based incentives, we motivate key management personnel to continue to strive for the Group’s long-term shareholder value. In addition, our share-based incentive plans aim to align the interests of participants with the interests of shareholders, so as to improve performance and achieve sustainable growth for the company.

Pay for performance

As in prior years, a pay-for-performance study was conducted in 2015 by our external consultants, Mercer (Singapore), to review the alignment between the Group’s executive pay programme, shareholder returns and business results. The Group benchmarked itself with established global energy and utilities firms and comparably-sized local listed companies with which the Group competes for talent and capital.

The study benchmarked different elements of senior executive pay, namely fixed remuneration, total cash remuneration and total compensation including long-term incentives, against that of peer companies. It found senior executive pay to be positioned competitively vis-à-vis the Group’s relative size and performance. Executive compensation for the year had a robust correlation to the Group’s profit from operations and EVA. In the longer term, there was also a strong relationship between executives’ total compensation (which includes share awards for the Group President & CEO and senior executives) and the Group’s three-year earnings per share growth, wealth added and total shareholder return. Overall, the study showed a strong correlation between the Group’s executive pay and its business results and shareholder returns, indicating strong pay-for-performance alignment.

The computation of non-executive directors’ fees totalled S$2,182,750 in 2015 (2014: S$2,165,833). More information on directors and key management personnel’s remuneration may be found under the related item in the Supplementary Information section of the Financial Statements.

In 2015, the company had no employees who were immediate family members of a director or the Group President & CEO.

Sembcorp is committed to open and honest communication with shareholders at all times. The company presents a balanced and clear assessment of the Group’s performance, position and prospects to shareholders through the timely release of its quarterly and annual financial reports. The company believes that prompt compliance with statutory reporting requirements is imperative to maintaining shareholders’ confidence and trust in the company. In line with stock exchange requirements, negative assurance statements were issued by the board to accompany the company’s quarterly financial results announcements, confirming that to the best of its knowledge, nothing had come to its attention which would render the company’s quarterly results false or misleading.

The board has overall responsibility for the governance of the Group’s risk management and internal controls. The company’s board and management are fully committed to maintaining sound risk management and internal control systems to safeguard shareholders’ interests and the Group’s assets.

The board determines the company’s levels of risk tolerance and risk policies, and oversees management in the design, implementation and monitoring of risk management and internal
control systems.

Risk Committee

The Risk Committee (RC) assists the board in overseeing risk management for the Group. The RC is headed by Mr Haridass, who was appointed its chairman on April 22, 2015. He is joined on the committee by Mr Chin, Mr McGregor, as well as Mr Tham, who was appointed to the RC on April 22, 2015. Prior to this, the RC was chaired by Mr Henkes, until his retirement from the board on April 21, 2015. The RC’s principal functions are to:

•	Review and endorse the risk management plans of the Group
•	Review and approve group-wide risk policies, guidelines and limits
•	Review the adequacy and effectiveness of the risk management systems, processes and procedures of the Group
•	Review risk-related reports submitted to it by management. These include updates on the Group’s risk portfolio, reports on major risk exposure and any other risk-related issues as well as actions taken to monitor and manage such exposure / issues
•	Review infrastructure and resources in place to support the management of risk, including for instance, human resources, information technology systems, reporting structure and procedures

Adequate and effective system of internal controls

The Group has implemented a comprehensive enterprise risk management (ERM) framework where key risks identified are deliberated by management with the support of the risk management function, and reported regularly to the RC. Supporting the ERM framework is a system of internal controls, comprising a code of business conduct, group-wide governance and internal control policies, procedures and guidelines dictating the segregation of duties, approval authorities and limits, and checks and balances embedded in business processes. The Group has also considered the various financial risks, details of which are found here.

Our ERM framework is complemented by a governance assurance framework and a risk-based control self-assessment programme. During the year, the Group’s risk profile was reviewed and updated. The effectiveness of our internal controls was also assessed and enhanced through a combination of management control self-assessments, certifications and internal audits, as well as actions taken in follow up to these exercises. For more information on the company’s ERM framework, please refer to the Risk Management and Internal Controls chapter of this annual report.

For the financial year under review, the board has been assured by the Group President & CEO and Group Chief Financial Officer that financial records have been properly maintained, that the financial statements give a true and fair view of the company’s operations and finances and that the risk management and internal control systems of the Group are adequate and effective.

The board, with the concurrence of the Audit Committee, is of the opinion that the company’s internal controls are adequate and effective as at December 31, 2015 to address the financial, operational, compliance and information technology risks of the Group. This assessment is based on the internal controls established and maintained by the Group, work performed by external and internal auditors and reviews performed by senior management. Internal controls, because of their inherent limitations, can provide reasonable but not absolute assurance regarding the achievement of their intended control objectives. In this regard, the board will ensure that should any significant internal control failings or weaknesses arise, necessary remedial actions will be swiftly taken.

The Audit Committee (AC) comprises independent, non-executive directors. The AC is chaired by Mr Chin and its members are Mr Tham, Dr Teh, as well as Mr Haridass, who joined the AC on April 22, 2015. Mr Henkes was a member of the AC until his retirement from the board on April 21, 2015.

Authority and duties of the AC

The AC assists the board in fulfilling its fiduciary responsibilities relating to the internal controls, financial accounting and reporting practices of the Group. Its main responsibilities are to:

•	Review the company’s policies and control procedures and accounting practices with external auditors, internal auditors and management
•	Review and act in the interest of the shareholders in respect of interested person transactions, as well as any matters or issues that affect the financial performance of the Group
•	Review the quarterly, half-year and full-year results announcements, accompanying press releases and presentation slides, as well as the financial statements of the Group and the adequacy and accuracy of information disclosed prior to submission to the board for approval

The AC has explicit authority to investigate any matter within its terms of reference. It has full access to and co-operation from management and full discretion to invite any director or executive officer to attend its meetings. It also has reasonable resources to enable it to discharge its function properly.

Where relevant, the AC is guided by the recommended best practice for audit committees, set out in the revised Guidebook for Audit Committees issued by Singapore’s Audit Committee Guidance Committee in August 2014.

External auditors

Each year, the AC reviews the independence of the company’s external auditors and makes recommendations to the board on the re-appointment of the company’s external auditors. During the year, the AC has reviewed the performance of the external auditors using Audit Quality Indicators recommended by the Accounting and Corporate Regulatory Authority as reference.

The AC reviews and approves the external audit plan to ensure the adequacy of the audit scope. It also reviews the external auditors’ management letter and monitors the timely implementation of required corrective or improvement measures. The AC meets external and internal auditors at least once a year without the presence of management. It has reviewed the nature and extent of non-audit services provided by the external auditors to the Group for the year, excluding services provided to Sembcorp Marine, a listed subsidiary that has its own audit committee. The AC is satisfied that the independence of the external auditors has not been impaired by their provision of non-audit services. Accordingly, the AC has recommended the re-appointment of the external auditors at the forthcoming AGM. Details of non-audit fees payable to the external auditors are found in Note 28(a) in the Notes to the
Financial Statements.

Whistle-blowing policy

The AC oversees the Group’s whistle-blowing policy implemented to strengthen corporate governance and ethical business practices across all business units. Employees are provided with accessible channels to report suspected fraud, corruption, dishonest practices or other misdemeanours to the Group’s internal auditors and are protected from reprisal to the extent possible. This aims to encourage the reporting of such matters in good faith. For more information on our whistle-blowing policy, please refer to the Risk Management and Internal Controls chapter of this annual report.

The Group Internal Audit department (GIA) is an independent function of the Group. The AC approves the hiring, termination, evaluation and compensation of the Head of GIA, who reports directly to the AC on audit matters and to the Group President & CEO on administrative matters.

Adequacy of the internal audit function

The AC reviews the effectiveness of the internal audit function on an annual basis, including the adequacy of audit resources. GIA adopts a risk-based methodology in drawing up its annual internal audit plan, which is reviewed and approved by the AC.

GIA also assists the board and management in the discharge of their corporate governance responsibilities, as well as in improving and promoting effective and efficient business processes within the Group. Internal audits aim to ensure that the Group maintains a sound system of internal controls and that our operations comply with the internal control framework. Internal audit reports are reviewed by the AC.

Professional standards and competency

GIA employs qualified staff and provides them with training and development opportunities so that their technical knowledge remains current and relevant. GIA is guided by, and has met standards for, the professional practice of internal audit promulgated by the Institute of Internal Auditors (IIA). An external assessment of GIA affirmed that its internal audit activity conforms on the whole to the standards set by IIA.

Sembcorp treats all shareholders fairly and equitably. The company recognises, protects and
facilitates the exercise of shareholders’ rights and continually reviews and updates such
governance arrangements.

The company is committed to ensuring that all shareholders have easy access to clear, reliable and meaningful information in order to make informed investment decisions. The company regularly communicates major developments in its business operations via SGXNET, press releases, circulars to shareholders and other appropriate channels. The company also encourages shareholder participation and voting at general meetings of shareholders.

Sembcorp advocates high standards of corporate transparency and disclosure. This commitment is embodied in the company’s investor relations policy which adheres to fair disclosure principles and emphasises active dialogue and engagement with shareholders, investors and analysts.

Disclosure of information on a timely basis

Sembcorp makes every effort to ensure that shareholders and capital market players have easy access to clear, meaningful and timely information on the company in order to make informed investment decisions. To do this, various channels including announcements, press releases, shareholder circulars and annual reports are utilised. All price-sensitive and material information is disseminated via SGXNET on a non-selective basis and in a timely and consistent manner. The company’s announcements are also uploaded on the company website, www.sembcorp.com, after dissemination on SGXNET.

The date of the release of quarterly results is disclosed at least two weeks prior to the date of announcement via SGXNET. On the date of announcement, the financial statements as well as the accompanying press release and presentation slides are released via SGXNET and on the company website. Thereafter, a briefing or teleconference by management is jointly held for the media and analysts. For first-half and full-year results announcements, results briefings are concurrently broadcast live via webcast. Investor relations officers are available by email or telephone to answer questions from shareholders, analysts and the media as long as the information requested does not conflict with SGX-ST’s rules of fair disclosure.

The company also maintains a dedicated investor relations section on its company website to cater to the specific information needs of shareholders, investors, analysts and the financial community. Designed to provide a convenient repository for investors’ information needs, the site includes filings on the company’s results announcements since the company’s listing in 1998, an archive of the company’s results briefing webcasts, downloadable five-year financial data, a calendar of upcoming events, as well as pertinent stock information such as dividend history, share price charts and analyst coverage. Investor relations contact information is also displayed on the website for direct
shareholder enquiries.

Establishing and maintaining regular dialogue with shareholders

Sembcorp employs multiple communication platforms to engage with its shareholders. In addition to its results briefings, the company also maintains regular dialogue with its shareholders through investor-targeted events such as AGMs, roadshows, conferences, site visits, group briefings and one-to-one meetings. These platforms offer opportunities for senior management and directors to interact first-hand with shareholders, understand their views, gather feedback and address concerns.

To keep senior management and the board abreast of market perception and concerns, the investor relations team provides regular updates on analyst consensus estimates and views. On an annual basis, a more comprehensive update is presented, which includes updates and analysis of the shareholder register, highlights of key shareholder engagements for the year as well as market feedback.

For further details on Sembcorp’s communications with its shareholders, please see the Investor Relations chapter of this annual report.

Dividend policy

Sembcorp is committed to achieving sustainable income and growth to enhance total shareholder return. The Group’s policy aims to balance cash return to shareholders and investment for sustaining growth, while maintaining an efficient capital structure. The company strives to provide consistent and sustainable ordinary dividend payments to its shareholders on an annual basis.

All shareholders are invited to participate in the company’s general meetings.

The company disseminates information on general meetings through notices in its annual reports or circulars. These notices are also released via SGXNET, published in local newspapers and posted on the company website ahead of the meetings to give ample time for shareholders to review the documents. In line with the company’s commitment towards environmental responsibility, the company’s annual reports and circulars are sent to shareholders in the form of a CD-ROM. The annual reports and circulars may also be viewed on the company website. However, we are mindful that some shareholders may prefer to receive a printed copy and this will be provided upon request.

The company’s Constitution allows all shareholders the right to appoint up to two proxies to attend, speak and vote at general meetings on their behalf. Under the new multiple proxy regime, “relevant intermediaries” such as banks, capital markets services licence holders which provide custodial services for securities and the Central Provident Fund Board (CPF), are allowed to appoint more than two proxies to attend, speak and vote at general meetings. This will enable indirect investors, including CPF investors, to be appointed as proxies to participate at general meetings. Voting in absentia by mail, facsimile or email is currently not permitted. Such voting methods would need to be cautiously evaluated for feasibility to ensure that there is no compromise to the integrity of the information and the authenticity of the shareholders’ identity.

The Group President & CEO delivers a short presentation at each AGM to shareholders to update them on the performance of Sembcorp’s businesses. Every matter requiring approval at a general meeting is proposed as a separate resolution. Shareholders present are given an opportunity to clarify or direct questions on issues pertaining to the proposed resolutions before the resolutions are voted on. The board and management are in attendance to address these queries or concerns and obtain feedback from shareholders. External auditors and legal advisors are also present to assist the board
as necessary.

The company conducts electronic poll voting at shareholder meetings for greater transparency in the voting process. The total number of votes cast for or against each resolution is tallied and displayed live on-screen to shareholders immediately after the vote has been cast. Results will also be announced after the meetings via SGXNET.

Minutes of shareholder meetings are available upon request by shareholders.

Dealings in securities

The company has adopted a Code of Compliance on Dealing in Securities, which prohibits dealings in the company’s securities by its directors and senior management within two weeks prior to the announcement of the company’s financial statements for each of the first three quarters of its financial year and within one month prior to the announcement of the company’s full-year financial statements. Directors and employees are advised to be mindful to observe insider trading laws at all times, even when dealing in the company’s securities outside the prohibited trading period. They are also reminded not to deal in the company’s securities on short-term considerations.

Interested person transactions

Shareholders have adopted an interested person transaction (IPT) mandate in respect of interested person transactions of the company. The IPT mandate defines the levels and procedures to obtain approval for such transactions. Information regarding the IPT mandate is available on the staff intranet. All business units are required to be familiar with the IPT mandate and report any interested person transactions to the company, to be reviewed by the AC. The Group maintains a register of the company’s interested person transactions in accordance with the reporting requirements stipulated by Chapter 9 of the SGX-ST Listing Manual. Information on interested person transactions for 2015 may be found in the related item under the Supplementary Information section of the Financial Statements in this annual report.