Banking (Corporate Governance) Regulations 2005

a reference to the doing of anything at an annual general meeting shall, in the case of such a company, be read as a reference to the doing of that thing by way of a resolution by written means in accordance with the Companies Act; and (b)a reference to the date of an annual general meeting of such a company shall, unless the meeting is held, be read as a reference to the date of expiry of the period within which the meeting is required by law to be held.

the director has no management relationship with the bank or any of its subsidiaries; and

the director has no business relationship with the bank or any of its subsidiaries, or with any officer of the bank,that could interfere, or be reasonably regarded as interfering, with the exercise of the director’s independent business judgment with regard to the interests of the bank.

he is employed by the bank or any of its subsidiaries, or has been so employed at any time during the current financial year or any of the preceding 3 financial years of the bank or any of its subsidiaries;

any member of his immediate family —

is employed by the bank or any of its subsidiaries as an executive officer whose compensation is determined by the Remuneration Committee of the bank or any of its subsidiaries; or (ii)has been so employed at any time during the current financial year or any of the preceding 3 financial years of the bank or any of its subsidiaries; or

he is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the management of the bank or any of its subsidiaries.

he is a director, a substantial shareholder or an executive officer of any corporation, or a partner of a firm or a limited liability partnership or a sole proprietor, where such corporation, firm, limited liability partnership or sole proprietor carries on business for purposes of profit to which the bank or any of its subsidiaries has made, or from which the bank or any of its subsidiaries has received, payments in the current or immediately preceding financial year; or

he is receiving or has received any compensation from the bank or from any of the bank’s subsidiaries, other than compensation received for his services as a director or as an employee, at any time during the current or immediately preceding financial year of the bank.

the immediate subsidiary of another bank incorporated in Singapore (referred to in this paragraph as the parent bank); or (b)the sole subsidiary of a financial holding company which does not carry on any business other than the holding of the bank,shall, if he is not a substantial shareholder of the bank incorporated in Singapore, the parent bank or the financial holding company, as the case may be, and is not connected to —

a substantial shareholder of the bank (other than the parent bank or financial holding company); or

a substantial shareholder of the parent bank or financial holding company, as the case may be, be treated as if he were independent from the substantial shareholder of the bank incorporated in Singapore for the purposes of regulations 9(1), 10, 12(1), 16(1), 17(1) and 17A(1).

in the case where the substantial shareholder is an individual —

a member of the immediate family of the substantial shareholder;

employed by the substantial shareholder; (iii)employed by an affiliate of the substantial shareholder;

an executive director of an affiliate of the substantial shareholder;

a non-executive director of an affiliate of the substantial shareholder;

a partner of a firm or a limited liability partnership of which the substantial shareholder is also a partner; or

accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the substantial shareholder; or

in the case where the substantial shareholder is a corporation —

employed by the substantial shareholder; (ii)employed by an affiliate of the substantial shareholder;

a director of the substantial shareholder;

an executive director of an affiliate of the substantial shareholder;

a non-executive director of an affiliate of the substantial shareholder;

a partner of a firm or a limited liability partnership of which the substantial shareholder is also a partner; or

accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the substantial shareholder.

that a director of the bank who is —

not considered independent from business relationships with the bank under regulation 6(3)(a) or (b); or

not considered independent from a substantial shareholder of the bank because of the relationship specified in regulation 7(3)(a)(v) or (b)(v); or

for the purposes of regulation 21(3), that a director of a major stake financial entity, in which the bank acquires or holds a major stake, who is not considered independent from a substantial shareholder of the bank or the financial holding company of the bank because of the relationship specified in regulation 7(3)(a)(v) or (b)(v),shall nonetheless be considered independent from business relationships with the bank, or independent from a substantial shareholder of the bank or a substantial shareholder of the financial holding company of the bank, as the case may be, if the Nominating Committee is satisfied that the director’s independent business judgment and ability to act in the interests of the bank will not be impeded, despite the relationships specified in that regulation.

at any time, the Authority is not satisfied that a director is independent notwithstanding any determination of the Nominating Committee made under paragraph (1); and

the lack of independence of that director would result in a failure to comply with any of the requirements under regulation 9(1), 10, 12(1), 16(1), 17(1) or 17A(1) in the case of a bank, or the requirements under regulation 21(1) in the case of a major stake financial entity,the Authority shall —

direct the bank to rectify the composition of the board of directors or any relevant committee in accordance with the requirements under regulation 9(1), 10, 12(1), 16(1), 17(1) or 17A(1), as the case may be, within such time, and subject to such conditions or restrictions, as the Authority may specify; or

direct the major stake financial entity to rectify the composition of the board of directors in accordance with the requirements under regulation 21(1), within such time, and subject to such conditions and restrictions, as the Authority may specify,as the case may be.

in the case of a foreign-owned bank incorporated in Singapore, at least one-third of directors who are Singapore citizens or permanent residents or, in any other case, at least a majority of directors who are Singapore citizens or permanent residents; and

at least a majority of directors who are independent directors.

at least a majority of directors who are independent from management and business relationships with the bank; and

at least one-third of directors who are independent directors.

notify the Authority of the event within 14 days after the occurrence of the event; and

on or before its next annual general meeting, appoint such number of new directors as may be necessary to rectify the composition of the board of directors in accordance with the requirements prescribed under paragraph (1).

a Nominating Committee;

a Remuneration Committee; (c)an Audit Committee; and

a Risk Management Committee.

in the case of a foreign-owned bank incorporated in Singapore, at least 3 but not exceeding 5 members of the board of directors or, in any other case, 5 members of the board of directors, or such greater number (not exceeding 7) of members of the board of directors as the Authority may approve; and

at least a majority of directors (including the chairman of the Nominating Committee) who are independent directors.

at least a majority of directors who are independent from management and business relationships with the bank; and

at least one-third of directors (including the chairman of the Nominating Committee) who are independent directors.

the bank shall notify the Authority of the event within 14 days after the occurrence of the event; and (b)if this results in a breach of any requirement under paragraph (1), the board of directors shall, within 3 months after that event, appoint such number of new members as may be necessary to rectify the composition of the Nominating Committee in accordance with that requirement.

each director;

each member of each board committee;

the chief executive officer and deputy chief executive officer;

the chief financial officer; and

the chief risk officer,of the bank.

the appointment of the candidate or nominee will not result in non-compliance with the requirements under regulations 9(1), 10, 12(1), 16(1), 17(1) and 17A(1); and

the candidate or nominee is a fit and proper person for the office and is qualified for the office, taking into account the candidate’s or nominee’s track record, age, experience, capabilities, skills and such other relevant factors as may be determined by the Nominating Committee.

shall determine —

whether he is independent from management and business relationships with the bank; and

whether he is independent from any substantial shareholder of the bank, using the criteria set out in regulation 6 or 7, as the case may be, and, where applicable, in accordance with regulation 8; and

shall maintain a record of its determination.

shall determine —

whether each existing director is independent from management and business relationships with the bank; and

whether each existing director is independent from any substantial shareholder of the bank,using the criteria set out in regulation 6 or 7, as the case may be, and, where applicable, in accordance with regulation 8; (aa)shall review and assess whether each existing director remains qualified for the office using the criteria set out in regulation 13(3); and

shall maintain a record of its determination and its assessment, respectively.

notify the Authority in writing of the particulars of the persons proposed to be appointed to the positions referred to in regulation 13(1)(a) and (b), including whether the requirements for independence in regulations 6 and 7 are satisfied;

in the case where the Nominating Committee has made a determination under regulation 8, provide the Authority with the Nominating Committee’s explanation of its decision as to why the director should be considered independent; and (c)furnish to the Authority such other information as the Authority may require.

at least 3 members of the board of directors of the bank; and

at least a majority of directors (including the chairman of the Remuneration Committee) who are independent directors.

at least a majority of directors who are independent from management and business relationships with the bank; and

at least one-third of directors (including the chairman of the Remuneration Committee) who are independent directors.

recommending a framework for determining the remuneration of the directors of the bank;

recommending a framework for determining the remuneration of the executive officers of the bank which shall include the following elements and factors in the design and operation of the framework:

the remuneration package of each executive officer of the bank —

shall be aligned to the specific job functions undertaken by the executive officer and where the executive officer undertakes any of the bank’s control job functions, the remuneration package of that executive officer shall be determined independently of the business functions of the bank;

shall take into account input from the bank’s control job functions as may be relevant to the specific job function undertaken by the executive officer;

shall be aligned with the risks that the bank undertakes in its business that is relevant to the specific job function undertaken by the executive officer;

shall be sensitive to the time horizon of risks that the bank is exposed to which includes ensuring that variable compensation payments shall not be finalised over short periods of time when risks are realised over long periods of time;

shall, in relation to the quantum of bonus payable to the executive officer, be linked to his personal performance, the performance of his specific job function as a whole and the overall performance of the bank; and

shall, in relation to the rationale for the mix of cash, equity and other forms of incentives, be justified; and

the size of the bonus pool of the bank shall be linked to the overall performance of the bank;

recommending the remuneration of each director and executive officer of the bank based on the frameworks referred to in sub-paragraphs (a) and (b), respectively; and

reviewing, at least once in each year, the remuneration practices of the bank to ensure that they are aligned with the recommendations made in accordance with sub-paragraphs (a), (b) and (c).

the bank shall notify the Authority of the event within 14 days after the occurrence of the event; and

if this results in a breach of any requirement under paragraph (1), the board of directors shall, within 3 months after that event, appoint such number of new members as may be necessary to rectify the composition of the Remuneration Committee in accordance with that requirement.

at least 3 members of the board of directors of the bank all of whom are independent from management and business relationships with the bank; and

at least a majority of directors (including the chairman of the Audit Committee) who are independent directors.

the bank shall notify the Authority of the event within 14 days after the occurrence of the event; and

if this results in a breach of any requirement under paragraph (1), the board of directors shall, within 3 months after that event, appoint such number of new members as may be necessary to rectify the composition of the Audit Committee in accordance with that requirement.

at least 3 members of the board of directors of the bank; and (b)at least a majority of directors (including the chairman of the Risk Management Committee) who are non-executive directors.

the establishment and the operation of an independent risk management system for managing risks on an enterprise-wide basis; and

the adequacy of the risk management function of the bank, including ensuring that it is sufficiently resourced to monitor risk by the various risk categories and that it has appropriate independent reporting lines.

the bank shall notify the Authority of the event within 14 days after the occurrence of the event; and

if this results in a breach of any requirement under paragraph (1), the board of directors shall, within 3 months after that event, appoint such number of new members as may be necessary to rectify the composition of the Risk Management Committee in accordance with that requirement.

employed by a substantial shareholder of the bank (other than, in the case where the bank is a subsidiary of another bank incorporated in Singapore (referred to in this regulation as the parent bank), the parent bank or, in the case where the bank is a subsidiary of a financial holding company, the financial holding company);

an executive officer of an affiliate of a substantial shareholder of the bank;

where the bank is a subsidiary of a parent bank, employed by a substantial shareholder of the parent bank or an affiliate of the substantial shareholder of the parent bank; or

where the bank is a subsidiary of a financial holding company, employed by a substantial shareholder of the financial holding company or an affiliate of the substantial shareholder of the financial holding company.

any of its executive directors;

any person who is a member of the immediate family of the chief executive officer of the bank.

for the period from 9th December 2010 until the date on which the bank holds or is required by law to hold its annual general meeting for the year 2011; and

for the period between every subsequent annual general meetings thereafter subject to the prior written approval of the Authority and such conditions as the Authority may impose.

where the bank is a subsidiary of another bank incorporated in Singapore (referred to in this regulation as the parent bank), are independent from the substantial shareholders of the bank (other than the parent bank) and the substantial shareholders of the parent bank;

where the bank is a subsidiary of a financial holding company, are independent from the substantial shareholders of the bank (other than the financial holding company) and the substantial shareholders of the financial holding company; or

in any other case, are independent from all substantial shareholders of the bank.

where a person is proposed to be appointed as a director of a major stake financial entity, prior to the person’s appointment; or

in the case of an existing director of a major stake financial entity, prior to every annual general meeting of the major stake financial entity, whether the person or director is independent of a substantial shareholder of the bank, parent bank or financial holding company, as the case may be, using the criteria set out in regulation 7 and, where applicable, in accordance with regulation 8.

employed by a substantial shareholder of a bank which holds a major stake in the entity (other than, in the case where the bank is a subsidiary of a parent bank, the parent bank or, in the case where the bank is a subsidiary of a financial holding company, the financial holding company); (b)an executive officer of an affiliate of a substantial shareholder of the bank; (c)where the bank is a subsidiary of a parent bank, employed by a substantial shareholder of the parent bank or an affiliate of the substantial shareholder of the parent bank; or

where the bank is a subsidiary of a financial holding company, employed by a substantial shareholder of the financial holding company or an affiliate of a substantial shareholder of the financial holding company.

where —

there is a change in the status of a director under regulation 6 or 7 during the period between the date immediately after the date of the director’s appointment and the date immediately before the next annual general meeting of the bank; and

the bank could not reasonably have known of that change on or before the date of the director’s appointment; or

where —

there is a change in the status of a director under regulation 6 or 7 during the period between the date immediately after an annual general meeting of the bank and the date immediately before the next annual general meeting of the bank (other than the period referred to in sub-paragraph (a)(i)); and

the bank could not reasonably have known of that change on or before the date of the first-mentioned annual general meeting.

in respect of any requirement under regulation 9(1), at the next annual general meeting, appoints such number of new directors as may be necessary to rectify the composition of the board of directors in accordance with that requirement; or

in respect of any requirement under regulation 10, 12(1), 16(1), 17(1) or 17A(1), within 3 months after notifying the Authority of the change of status of the director, appoints such number of new members as may be necessary to rectify the composition of the relevant committee in accordance with that requirement.

to appoint such number of new directors as may be necessary to rectify the composition of the board of directors in accordance with the requirements under regulation 9(1) within such time before the next annual general meeting of the bank and subject to such conditions or restrictions as the Authority may specify; or

to appoint such number of new members as may be necessary to rectify the composition of the relevant committee in accordance with the requirements under regulation 10, 12(1), 16(1), 17(1) or 17A(1), as the case may be, within such time before the expiration of 3 months from the date the bank notifies the Authority of the change and subject to such conditions or restrictions as the Authority may specify,and the bank shall comply with that direction.