CORPORATE

GOVERNANCE
Our governance framework

Chairman Audit Committee

Lee Theng Kiat Chairman Key objective
Gautam Banerjee Assist the Board in discharging its statutory and other responsibilities relating
to internal controls, financial and accounting matters, compliance, and
Key objective 4 independent Directors business and financial risk management
Responsible for
leadership of the
Board and for Corporate Governance & Nominations Committee
creating conditions
for overall Board,
Board Committee and Chairman Key objectives
individual Director Gautam Banerjee Establish and review the profile of Board members, make recommendations
effectiveness to the Board on the appointment, re-nomination and retirement of Directors,
4 independent Directors and review the independence of Directors, assist the Board in evaluating the
1 non-independent Director performance of the Board, Board Committees and Directors, and develop and
review the Company’s corporate governance practices

Executive Resource & Compensation Committee

Chairman Key objectives
The Board of
Gail Kelly Oversee the remuneration of the Board and Senior Management, and set
Singtel appropriate remuneration framework and policies, including long-term
3 independent Directors and incentive schemes, to deliver annual and long-term performance of the Group,
13 Directors: 1 non-independent Director and has oversight of the Group’s culture and human capital health
11 independent
Directors and 2
non-independent
Finance & Investment Committee
Directors
Chairman Key objectives

Lee Theng Kiat Provide advisory support on the development of the Group’s overall strategy,
Key objective review strategic issues, approve investments and divestments, review the
5 independent Directors and Group’s Investment and Treasury Policies, evaluate and approve financial
To create value for 1 non-independent Director
shareholders and to offers and banking facilities, and manage the Group’s liabilities
ensure the long-term
success of the Group
Risk Committee
Chairman Key objectives
Teo Swee Lian Ensure that Management maintains a sound system of risk management and
internal controls to safeguard shareholders’ interests and the Group’s assets,
4 independent Directors and determine the nature and extent of the material risks that the Board is
willing to take in achieving the Group’s strategic objectives

Group Chief Executive Officer

Yuen Kuan Moon Key objectives
Manage the Group’s business and implement strategy and policy

Management Committee
Group CEO Key objective
CEO Optus Direct Management on operational policies and activities
CEO Consumer Singapore
CEO Group Enterprise/
CEO Regional Data Centre Business
CEO NCS
Group Chief Financial Officer
Group Chief Corporate Officer
Group Chief People and Sustainability Officer
Group Chief Information Officer/
Group Chief Digital Officer
Group Chief Technology Officer

36 Singapore Telecommunications Limited | Annual Report 2022

 O VERVIEW
Introduction

BU SINESS R EVIEW S
Singtel aspires to the highest standards of corporate governance as is listed on the Singapore Exchange Securities Trading Limited
we believe that good governance supports long-term value creation. (SGX) and has complied in all material respects with the principles
To this end, Singtel has a set of well-defined policies and processes and provisions in the Singapore Code of Corporate Governance
in place to enhance corporate performance and accountability, as 2018 (2018 Code). This report sets out Singtel’s key corporate
well as protect the interests of stakeholders. The Board of Directors governance practices with reference to the 2018 Code. We
is responsible for Singtel’s corporate governance standards and provide a summary of our compliance with the express disclosure
policies, and stresses their importance across the Group. Singtel requirements in the 2018 Code on pages 67 to 68.

Directors’ attendance at Board/general meetings during the financial year ended 31 March 2022(1)
Scheduled Ad Hoc Independent Annual

G O VERNANCE AND SUSTAINABILITY

Board Meetings Board Meetings Directors’ Meeting General Meeting
Number of Number of Number of Number of
Meetings Meetings Meetings Meetings
Name of Director Held Attended Held Attended

Lee Theng Kiat 4 4 4 4 – ✓

Yuen Kuan Moon 4 4 4 4 – ✓
John Arthur(2) 1 1 1 1 – –
Gautam Banerjee 4 4 4 4 ✓ ✓
Venkataraman (Venky) Ganesan 4 4 4 3 ✓ ✓
Bradley Horowitz 4 4 4 4 ✓ ✓
Gail Kelly 4 4 4 4 ✓ ✓
Lim Swee Say (3)
3 3 3 3 ✓ ✓

PERFORMANCE
Christina Ong (4)
4 4 4 3 ✓ ✓
Rajeev Suri 4 4 4 4 ✓ ✓
Teo Swee Lian 4 4 4 3 ✓ ✓
Wee Siew Kim 4 4 4 3 ✓ ✓
Yong Hsin Yue(5) 1 1 1 1 – –
Low Check Kian (6)
1 1 1 1 ✓ ✓

FI NANCIA LS
Notes:
(1)
Refers to meetings held/attended while each Director was in office.
(2)
Mr John Arthur was appointed to the Board on 1 January 2022.
(3)
Mr Lim Swee Say was appointed to the Board on 1 June 2021.
(4)
Mrs Christina Ong recused herself and did not participate at an ad hoc Board Meeting due to a conflict of interest.
(5)
Ms Yong Hsin Yue was appointed to the Board on 1 January 2022.
AD DI TI ONAL IN FORM AT ION

(6)
Mr Low Check Kian stepped down from the Board following the conclusion of the AGM on 30 July 2021.

37
CORPORATE
GOVERNANCE
Board matters Board meetings
The Board and Board Committees meet regularly to discuss strategy,
The Board’s conduct of affairs operational matters and governance issues. All Board and Board
The Board aims to create value for shareholders and ensure the Committee meetings are scheduled well in advance of each year
long-term success of the Group by focusing on the development in consultation with the Directors. At every scheduled meeting,
of the right strategy, business model, risk appetite, management, the Board sets aside time for discussion without the presence of
succession plan and compensation framework. It also seeks to Management (except the executive Director). The Board also sets
align the interests of the Board and Management with that of aside time for the non-executive Directors to meet without any
shareholders and balance the interests of all stakeholders. In executives present. The Board holds four scheduled meetings each
addition, the Board sets the tone for the entire organisation where year and may also hold ad hoc meetings as and when warranted
ethics and values are concerned. by circumstances. A total of eight Board meetings (including ad hoc
Board meetings) were held in the financial year ended 31 March
The Board oversees the business affairs of the Singtel Group. It 2022.
assumes responsibility for the Group’s overall strategic plans and
performance objectives, financial plans and annual budget, key Attendance at Board or Board Committee meetings via telephone or
video conference is permitted by Singtel’s Constitution.
operational initiatives, major funding and investment proposals,
financial performance reviews, compliance and accountability
A record of the Directors’ attendance at Board meetings during
systems, and corporate governance practices. The Board also
the financial year ended 31 March 2022 is set out on page 37.
appoints the Group CEO, approves policies and guidelines on
Directors who are unable to attend a Board meeting are provided
remuneration as well as the remuneration for the Board and
with the briefing materials and can discuss issues relating to the
the Management Committee, and approves the appointment of
matters to be discussed at the Board meeting with the Chairman or
Directors. In line with best practices in corporate governance, the Group CEO.
the Board also oversees the long-term succession planning for the
Management Committee. Director development/training
The Board values ongoing professional development and recognises
Singtel has established financial authorisation and approval limits
that it is important that all Directors receive regular training so as
for operating and capital expenditure, the procurement of goods
to be able to serve effectively on, and contribute to, the Board. The
and services, and the acquisition and disposal of investments. The
Board has therefore adopted a policy on continuous professional
Board approves transactions exceeding certain threshold limits, development for Directors.
while delegating authority for transactions below those limits to the
Board Committees and the Management Committee to optimise All new Directors appointed to the Board are briefed by the Chairman,
operational efficiency. as well as the chairmen of the Board Committees, on issues relevant
to the Board and Board Committees. They are also briefed by Senior
Management on the Group’s business activities, strategic direction and
Material items that require Board approval
policies, key business risks, the regulatory environment in which the
• The Group’s strategic plans Group operates and governance practices, as well as their statutory
• The Group’s annual operating plan and budget and other duties and responsibilities as Directors.
• Full-year and half-year financial results
Directors who have no prior experience as a director of an issuer
• Dividend policy and payout listed on the SGX are provided with training on the roles and
• Issue of shares responsibilities of a listed issuer in accordance with the listing rules
of the SGX. The training costs are borne by Singtel.
• Board succession plans
• Succession plans for Management Committee positions, Upon appointment to the Board, each Director receives a Directors’
including appointment of, and compensation for, Manual, which sets out the Director’s duties and responsibilities
Management Committee members and the Board’s governance policies and practices. The Directors’
Manual is maintained by the Company Secretary. In line with best
• U
nderlying principles of long-term incentive schemes for practices in corporate governance, new Directors also sign a letter
employees of appointment from the Company stating clearly the role of the
• T he Group’s risk appetite and risk tolerance for different Board and non-executive Directors, the time commitment that the
categories of risk, as well as risk strategy and the policies Director would be expected to allocate and other relevant matters.
for management of material risks
To ensure Directors can fulfil their obligations and to continually
• Acquisitions and disposals of investments exceeding
improve the performance of the Board, all Directors are
certain material limits
encouraged to undergo continual professional development during
• Capital expenditure exceeding certain material limits the term of their appointment. Professional development may
relate to a particular subject area, committee membership, or

38 Singapore Telecommunications Limited | Annual Report 2022

 O VERVIEW
key developments in Singtel’s environment, market or operations.
Directors are encouraged to consult the Chairman if they consider

BU SINESS R EVIEW S
that they personally, or the Board as a whole, would benefit from Independent, 84%
specific education or training regarding matters that fall within the non-executive
responsibility of the Board or relate to the business of Singtel. Directors
Independence Non-independent, 8%
Board composition, diversity and balance non-executive
Director
The Singtel Board has a strong independent element. There are 13
Directors on the Board, comprising 11 independent non-executive Executive 8%
Directors, one non-independent non-executive Director and one Director/
executive Director. The Board has appointed a Lead Independent Group CEO
Director. A description of the role of the Lead Independent Director

G O VERNANCE AND SUSTAINABILITY

is set out on page 43. The profiles of the Directors are set out on
pages 14 to 18 and pages 217 to 219.

The size and composition of the Board are reviewed from time to
time by the Corporate Governance and Nominations Committee
(CGNC). The CGNC seeks to ensure that the size of the Board is Gender
conducive for effective discussion and decision making, and that Male Directors 69%
the Board has an appropriate number of independent Directors. Diversity Female Directors 31%
The CGNC also aims to maintain a diversity of expertise, skills and
attributes among the Directors. Any potential conflicts of interest are
taken into consideration.

In order to ensure that Singtel continues to be able to meet the

challenges and demands of the markets in which Singtel operates,
the Board is focused on enhancing the diversity of skills, expertise
and perspectives on the Board in a structured way, by proactively
mapping out Singtel’s Board composition needs over the short and
medium term.
0 - 3 years 54%

PERFORMANCE
Length of
Expertise and Experience Matrix >3 - 5 years 23%
Service
>7 - 9 years 23%
Strategic Planning 85%
Organisation
69%
Development
Human Resources 46%

FI NANCIA LS
Finance 54%
Consumer
31%
Marketing 46 - 50 15%
Technology 54% 51 - 55 15%
Age of
56 - 60 9%
Legal 31% Directors
61 - 65 15%
AD DI TI ONAL IN FORM AT ION

Regulatory 31% 66 - 70 46%

Government 38%

Non Profit 8%

39
CORPORATE
GOVERNANCE
Expertise and Experience by Geography will change over time taking into account the skills and experience
of the Board.
Australia 54%
Independence
Indonesia 31% The Board, taking into account the views of the CGNC, assesses
the independence of each Director annually, and as and when
Singapore 77% circumstances require, in accordance with the 2018 Code. A
Director is considered independent if he has no relationship with
Thailand 15% the company, its related corporations, substantial shareholders
or its officers that could interfere or be reasonably perceived to
India 38% interfere, with the exercise of the director’s independent business
judgement in the best interests of the company.
China 31%
The Board considers the existence of relationships or circumstances,
Asia Pacific 31% including those identified by the listing rules of SGX (SGX Listing
Manual) and the Practice Guidance to the 2018 Code (Practice
USA 54% Guidance), that are relevant in its determination as to whether
a Director is independent. Such relationships or circumstances
include the employment of a Director by the Company or any of its
Board diversity
related corporations during the financial year in question or in any
Singtel is committed to building a diverse, inclusive and of the previous three financial years; a Director being on the Board
collaborative culture. Singtel recognises and embraces the benefits for an aggregate period of more than nine years; the acceptance
of diversity on the Board, and views diversity at the Board level as
by a Director of any significant compensation from the Company
essential to supporting the attainment of its strategic objectives and
or any of its subsidiaries for the provision of services during the
its sustainable development.
financial year in question or the previous financial year, other than
compensation for board service; and a Director being related to
The Board’s Diversity Policy provides that, in reviewing Board
any organisation to which the Company or any of its subsidiaries
composition and succession planning, the CGNC will consider
made, or from which the Company or any of its subsidiaries
the benefits of all aspects of diversity, including diversity of skills,
received, significant payments or material services during the
experience, background, gender, age, ethnicity and other relevant
financial year in question or the previous financial year.
factors. These differences will be considered in determining
the optimum composition of the Board and, when possible,
The CGNC and the Board have assessed the independence of
should be balanced appropriately. All Board appointments are
made based on merit, in the context of the skills, experience, each of the Directors in 2022. A summary of the outcome of that
independence and knowledge which the Board as a whole requires assessment is set out below.
to be effective. Diversity is a key criterion in the instructions to
external search consultants. Based on the declarations of independence provided by the
Directors and taking into consideration the guidance in the 2018
The current Board comprises 13 members who are business leaders Code, the SGX Listing Manual and (where relevant) the Practice
and professionals with diverse expertise, experience and backgrounds Guidance, the Board has determined that Mr Lee Theng Kiat,
including engineering, technology, investment, banking, finance, Chairman of the Singtel Board and Mr Yuen Kuan Moon, Singtel’s
legal, accounting, regulatory/government and general management. Group CEO are the only non-independent Directors. All other
Reflecting the focus of the Group’s business in the region, five of members of the Board are considered to be independent Directors.
Singtel’s 13 Directors are from, and have extensive experience in, In line with the Board’s Code of Conduct and Ethics, each of the
jurisdictions outside Singapore, namely, the non-executive Directors, members of the CGNC and the Board abstained in respect of the
Mr John Arthur, Mr Venky Ganesan, Mr Bradley Horowitz, Mrs Gail confirmation of his/her independent status.
Kelly and Mr Rajeev Suri. In relation to gender diversity, 31% of the
Singtel Board, or four out of the 13 Board members, are female. Other Mr Lee Theng Kiat is deemed non-independent given his previous
than the Group CEO, none of the Directors is a former or current role as Executive Director of Temasek Holdings (Private) Limited
employee of the Company or its subsidiaries. (Temasek) between April 2019 and September 2021 and his
current roles as a non-executive director of Temasek and the
The Board is of the view that gender is an important aspect of Chairman of Temasek International Pte. Ltd. He is not a nominee
diversity and will strive to ensure that (a) any brief to external of Temasek on the Singtel Board and does not act for Temasek in
search consultants to identify candidates for appointment to the respect of his board role at Singtel.
Board will include a requirement to present female candidates,
(b) female candidates are included for consideration by the CGNC Mr John Arthur, Mrs Gail Kelly, Mr Lim Swee Say, Mr Rajeev
whenever it seeks to identify a new Director for appointment to Suri, Mr Wee Siew Kim and Ms Yong Hsin Yue each does not
the Board, (c) the Board appoints at least one female Director to have any of the relationships and is not faced with any of the
the CGNC, and (d) there is significant and appropriate female circumstances identified in the 2018 Code, the SGX Listing Manual
representation on the Board, recognising that the Board’s needs and the Practice Guidance that could interfere, or be reasonably

40 Singapore Telecommunications Limited | Annual Report 2022

 O VERVIEW
perceived to interfere, with the exercise of his/her independent Mr Bradley Horowitz
business judgement in the best interests of Singtel. The CGNC Mr Bradley Horowitz is Vice President of Product Management of,

BU SINESS R EVIEW S
and the Board are of the view that each of these Directors has and an Adviser to, Google Inc. The Google Inc. group (Google)
demonstrated independence in the discharge of his/her duties and the Singtel Group collaborate from time to time in the ordinary
and responsibilities as a Director and is therefore an independent course of business to offer services to customers. Google provided
Director. services to, and received payments from, the Singtel Group during
the relevant period in the ordinary course of business, on arm’s
Mr Gautam Banerjee length basis and based on normal commercial terms and/or market
Mr Gautam Banerjee is an independent non-executive director of rates. The services provided to, and payments received from,
Defence Science & Technology Agency and GIC Private Limited, the Singtel Group are not material or significant in the context of
each of which purchased services and/or equipment from the Google or the Singtel Group for the relevant period. Mr Horowitz
Singtel Group in the ordinary course of business, on arm’s length is not involved in the process or approval of the engagement of
basis and based on normal commercial terms and/or market rates. Google by the Singtel Group for the provision of services.

G O VERNANCE AND SUSTAINABILITY

Mr Banerjee’s role in those organisations is non-executive in nature
and he is not involved in the day-to-day conduct of the business of The Board has considered the conduct of Mr Horowitz in the
those organisations. He is not involved in the process or approval discharge of his duties and responsibilities as a Director and is
of the engagement of the Singtel Group by those organisations for of the view that the relationships set out above did not impair
the provision of telecommunication services. his ability to act with independent judgement in the discharge
of his duties and responsibilities as a Director. Apart from the
The Board has considered the conduct of Mr Banerjee in the relationships stated above, Mr Horowitz does not have any other
discharge of his duties and responsibilities as a Director and is relationships and is not faced with any of the circumstances
of the view that the relationships set out above did not impair identified in the 2018 Code, the SGX Listing Manual and the
his ability to act with independent judgement in the discharge Practice Guidance that may affect his independent judgement.
of his duties and responsibilities as a Director. Apart from the The Board is of the view that Mr Horowitz has demonstrated
relationships stated above, Mr Banerjee does not have any other independence in the discharge of his duties and responsibilities as
relationships and is not faced with any of the circumstances a Director and is therefore an independent Director.
identified in the 2018 Code, the SGX Listing Manual and the
Practice Guidance that may affect his independent judgement. Mrs Christina Ong
The Board is of the view that Mr Banerjee has demonstrated Mrs Christina Ong is a partner of Allen & Gledhill LLP (A&G).
independence in the discharge of his duties and responsibilities as She does not hold 5% or more interest in A&G. A&G provides
a Director and is therefore an independent Director. legal services to, and receives fees from, the Singtel Group. The
fees received by A&G from the Singtel Group are not material

PERFORMANCE
Mr Venky Ganesan or significant in the context of A&G or the Singtel Group for the
Mr Venky Ganesan is a director of BitSight Technologies, Inc relevant period.
(BitSight). Singtel’s subsidiary, Singtel Innov8 Pte Ltd, has an
interest of less than 2% in BitSight. The investment in BitSight by Mrs Ong is an independent non-executive director of Oversea-
Singtel Innov8 Pte Ltd was made independent of Mr Ganesan’s Chinese Banking Corporation Limited (OCBC). OCBC, in the
association with Singtel. BitSight provided services and equipment normal course of business, obtained telecommunications and
to the Singtel Group during the financial year in the ordinary related services from, and made payments to, the Singtel Group
course of business, on arm’s length basis and based on normal not unlike many organisations in Singapore. The services provided
commercial terms and/or market rates. The services provided to, to, and payments received by the Singtel Group from, OCBC

FI NANCIA LS
and payments received from, the Singtel Group are not material are not material or significant in the context of the Singtel Group
or significant in the context of BitSight or the Singtel Group for the or OCBC for the relevant period. OCBC also provides banking
relevant period. Mr Ganesan’s role in BitSight is non-executive services to the Singtel Group and receives payments from the
in nature and he is not involved in the process or approval of the Singtel Group for these services. The banking services provided
engagement of BitSight by the Singtel Group for the provision of by OCBC and payments made by the Singtel Group to OCBC
services. are not material or significant in the context of the Singtel Group
for the relevant period. Mrs Ong is not involved in the process or
AD DI TI ONAL IN FORM AT ION

The Board has considered the conduct of Mr Ganesan in the approval of (i) the engagement of the Singtel Group by OCBC for
discharge of his duties and responsibilities as a Director and is the provision of telecommunications and related services; and (ii)
of the view that the relationships set out above did not impair the engagement of OCBC by the Singtel Group for the provision of
his ability to act with independent judgement in the discharge banking services.
of his duties and responsibilities as a Director. Apart from the
relationships stated above, Mr Ganesan does not have any other Mrs Ong is an independent non-executive director of SIA
relationships and is not faced with any of the circumstances Engineering Company Limited (SIAEC). SIAEC is a subsidiary of
identified in the 2018 Code, the SGX Listing Manual and the Temasek, which also holds a majority interest in Singtel. Mrs Ong’s
Practice Guidance that may affect his independent judgement. role in SIAEC is non-executive in nature and she is not involved
The Board is of the view that Mr Ganesan has demonstrated in the day-to-day conduct of the business of SIAEC. She does not
independence in the discharge of his duties and responsibilities as represent Temasek on the Singtel Board and she is not accustomed
a Director and is therefore an independent Director. nor is she under any obligation, whether formal or informal, to act

41
CORPORATE
GOVERNANCE
in accordance with the directions, instructions or wishes of Temasek above, Ms Teo does not have any other relationships and is not
in relation to the corporate affairs of Singtel. faced with any of the circumstances identified in the 2018 Code,
the SGX Listing Manual and the Practice Guidance that may affect
The Board has considered the conduct of Mrs Ong in the her independent judgement. The Board is of the view that Ms Teo
discharge of her duties and responsibilities as a Director and is has demonstrated independence in the discharge of her duties and
of the view that the relationships set out above did not impair responsibilities as a Director and is therefore an independent Director.
her ability to act with independent judgement in the discharge
of her duties and responsibilities as a Director. Apart from the Mr Wee Siew Kim
relationships stated above, Mrs Ong does not have any other Mr Wee is an independent non-executive director of SIAEC. SIAEC
relationships and is not faced with any of the circumstances is a subsidiary of Temasek, which also holds a majority interest in
identified in the 2018 Code, the SGX Listing Manual and the Singtel. Mr Wee’s role in SIAEC is non-executive in nature and he
Practice Guidance that may affect her independent judgement. is not involved in the day-to-day conduct of the business of SIAEC.
The Board is of the view that Mrs Ong has demonstrated He does not represent Temasek on the Singtel Board and he is
independence in the discharge of her duties and responsibilities as not accustomed nor is he under any obligation, whether formal or
a Director and is therefore an independent Director. informal, to act in accordance with the directions, instructions or
wishes of Temasek in relation to the corporate affairs of Singtel.
Ms Teo Swee Lian
Ms Teo is the non-executive Chairman of CapitaLand Integrated The Board has considered the conduct of Mr Wee in the discharge
Commercial Trust Management Limited (manager of CapitaLand of his duties and responsibilities as a Director and is of the view
Integrated Commercial Trust) (CICT). The Singtel Group provides that the relationship set out above did not impair his ability to act
telecommunication services to CICT and its subsidiaries with independent judgement in the discharge of his duties and
(CICT Group) and CapitaLand Investment Limited (CLI) and its responsibilities as a Director. Apart from the relationship stated
subsidiaries (CLI Group). CLI owns a substantial stake in CICT. above, Mr Wee does not have any other relationships and is not
Singtel is also a tenant in some of the malls in CICT’s and CLI’s faced with any of the circumstances identified in the 2018 Code,
portfolios. Ms Teo is not involved in the process or approval of (i) the SGX Listing Manual and the Practice Guidance that may affect
the engagement of the Singtel Group by the CICT Group and the his independent judgement. The Board is of the view that Mr Wee
CLI Group for the provision of telecommunication services; and (ii) has demonstrated independence in the discharge of his duties and
the tenancy leases between Singtel and CICT Group/CLI Group. responsibilities as a Director and is therefore an independent Director.
The abovementioned transactions are conducted in the ordinary
course of business, on arm’s length basis and based on normal Conflicts of interest
commercial terms and/or market rates. Under the Board’s Code of Business Conduct and Ethics, Directors
must avoid situations in which their own personal or business
Ms Teo is an independent non-executive director of AIA Group Ltd interests directly or indirectly conflict, or appear to conflict, with
(AIA). The Singtel Group provides telecommunications services the interests of Singtel. The Code of Business Conduct and Ethics
to the AIA group, and the AIA group provides insurance services provides that where a Director has a conflict of interest, or it appears
to the Singtel Group. Ms Teo is not involved in the process or that he might have a conflict of interest, in relation to any matter, he
approval of (i) the engagement of the Singtel Group by the AIA should immediately declare his interest at a meeting of the Directors
group for the provision of telecommunication services; and (ii) the or send a written notice to the Company containing details of his
engagement of the AIA group by Singtel Group for the provision interest and the conflict, and recuse himself from participating in any
of insurance services. The transactions between the Singtel Group discussion and decision on the matter. Where relevant, the Directors
and the AIA group are conducted in the ordinary course of have complied with the provisions of the Code of Business Conduct
business, on arm’s length basis and based on normal commercial and Ethics, and such compliance has been duly recorded in the
terms and/or market rates. minutes of meeting.
Ms Teo is also a non-executive director of Clifford Capital
The Chairman and the Group CEO
Holdings Pte. Ltd. (CCHPL), which is substantially owned by
Temasek. Temasek is also the holding company of CLI. The Chairman of the Board is a non-executive appointment and is
Ms Teo’s roles in CCHPL and CICT are non-executive in nature separate from the office of the Group CEO. The Chairman leads the
and she is not involved in the day-to-day conduct of the business Board and is responsible for ensuring the effectiveness of the Board
of those companies. She does not represent Temasek on the and its governance processes, while the Group CEO is responsible
Singtel Board and she is not accustomed nor is she under any for implementing the Group’s strategies and policies, and for
obligation, whether formal or informal, to act in accordance with conducting the Group’s business. The Chairman and the Group CEO
the directions, instructions or wishes of Temasek in relation to the are not related.
corporate affairs of Singtel.
Role of the Chairman
The Board has considered the conduct of Ms Teo in the discharge The Chairman is responsible for leadership of the Board and is
of her duties and responsibilities as a Director and is of the view pivotal in creating the conditions for overall Board, Board Committee
that the relationships set out above did not impair her ability to act and individual Director effectiveness, both inside and outside
with independent judgement in the discharge of her duties and the boardroom. This includes setting the agenda of the Board in
responsibilities as a Director. Apart from the relationships stated consultation with the Directors and the Group CEO, and promoting

42 Singapore Telecommunications Limited | Annual Report 2022

 O VERVIEW
active engagement and an open dialogue among the Directors, as The CGNC takes factors such as attendance, preparedness,
well as between the Board and the Group CEO. participation and candour into consideration when evaluating the

BU SINESS R EVIEW S
past performance and contributions of a Director when making
The Chairman ensures that the performance of the Board is its recommendations to the Board. However, the re-nomination or
evaluated regularly, and guides the development needs of the Board. replacement of a Director does not necessarily reflect the Director’s
The Chairman leads the evaluation of the Group CEO’s performance performance or contributions to the Board. The CGNC may have to
and works with the Group CEO in overseeing talent management consider the need to position and shape the Board in line with the
to ensure that robust succession plans are in place for the senior evolving needs of Singtel and the business.
leadership team.
When deciding on the appointment of new Directors to the Board,
The Chairman works with the Board, the relevant Board Committees the CGNC and the Board consider a variety of factors, including the
and Management to establish the boundaries of risk undertaken by core competencies, skills and experience that are required on the
the Group and ensure that governance systems and processes are in Board and Board Committees, diversity, independence, conflicts of

G O VERNANCE AND SUSTAINABILITY

place and regularly evaluated. interest and time commitments.

The Chairman plays a significant leadership role by providing clear In order to ensure Board renewal, the Board has in place guidelines
oversight, advice and guidance to the Group CEO and Management on the tenure of the Chairman and Directors. The guidelines provide
on strategy and the drive to transform Singtel’s businesses. This that Directors are appointed for an initial term of three years, and
involves developing a keen understanding of the Group’s diverse this may be extended to a second three-year term. As a general rule,
and complex businesses, the industry, partners, regulators and a Director shall step down from the Board no later than at the Annual
competitors. General Meeting (AGM) to be held in his sixth year of service.
Where a Director is not appointed at an AGM, the Director’s
The Chairman provides support and advice to, and acts as a term will be deemed to have commenced on the date of the AGM
sounding board for, the Group CEO, while respecting executive immediately following the date on which the Director was appointed.
responsibility. He engages with other members of the senior The CGNC may, in appropriate circumstances, recommend to the
leadership regularly. Board that a Director’s term be extended beyond the second three-
year term. For the Chairman, the same principles apply except that
The Chairman also maintains effective communications with large the term is determined from the point he became the Chairman.
shareholders and supports the Group CEO in engaging with a wide
range of other stakeholders such as partners, governments and Directors must ensure that they are able to give sufficient time and
regulators where the Group operates. attention to the affairs of Singtel and, as part of its review process,
the CGNC decides whether or not a Director is able to do so and

PERFORMANCE
Role of the Lead Independent Director whether he has been adequately carrying out his duties as a Director
of Singtel. The Board has also adopted an internal guideline that
The Lead Independent Director is appointed by the Board to serve
seeks to address the competing time commitments that may be faced
in a lead capacity to coordinate the activities of the non-executive
when a Director holds multiple board appointments. The guideline
Directors in circumstances where it would be inappropriate for the
provides that, as a general rule, each Director should hold no more
Chairman to serve in such capacity. He also assists the Chairman
than five directorships in public listed companies. However, the Board
and the Board to assure effective corporate governance in managing
recognises that the individual circumstances and capacity of each
the affairs of the Board and the Company.
Director are different and there may be circumstances in which a
different limit on board appointments is appropriate. The guideline

FI NANCIA LS
The Lead Independent Director serves as chairman of the CGNC. also provides that (a) in support of their candidature for directorship
The role of the Lead Independent Director includes meeting with the or re-election, Directors are to provide the CGNC with details of other
independent Directors at least annually. He provides feedback on commitments and an indication of the time involved, and (b) non-
the meeting(s) to the Board and/or the Chairman as appropriate. He executive Directors should consult the Chairman or chairman of the
will also be available to shareholders if they have concerns relating CGNC before accepting any new appointments as Directors. There
to matters that contact through the Chairman, Group CEO or Group are no alternate Directors on the Board.
CFO has failed to resolve, or where such contact is inappropriate.
AD DI TI ONAL IN FORM AT ION

The Company’s Constitution provides that a Director must retire

Board membership from office at the third AGM after the Director was elected or last
The CGNC establishes and reviews the profile required of Board re-elected.
members and makes recommendations to the Board on the
appointment, re-nomination and retirement of Directors. A retiring Director is eligible for re-election by Singtel shareholders
at the AGM. In addition, a Director appointed by the Board
When an existing Director chooses to retire or is required to retire to fill a casual vacancy or appointed as an additional Director
from office by rotation, or the need for a new Director arises, the may only hold office until the next AGM, at which time he will
CGNC reviews the range of expertise, skills and attributes of the be eligible for re-election by shareholders. If at any AGM, fewer
Board and the composition of the Board. The CGNC then identifies than three Directors would retire pursuant to the requirements set
Singtel’s needs and prepares a shortlist of candidates with the out above, the additional Directors to retire at that AGM shall be
appropriate profile for nomination or re-nomination. those who have been longest in office since their last re-election

43
CORPORATE
GOVERNANCE
or appointment. The Group CEO, as a Director, is subject to the the meeting. In general, such information is provided a week in
same retirement by rotation, resignation and removal provisions advance of the Board meeting. The Board also receives regular
as the other Directors, and such provisions will not be subject to reports pertaining to the operational and financial performance of
any contractual terms that may have been entered into with the the Group, as well as regular updates, which include information
Company. Shareholders are provided with relevant information in on the Group’s competitors, and industry and technological
the Annual Report on the candidates for election or re-election. developments. Such reports enable the Directors to keep abreast of
key issues and developments in the industry, as well as challenges
Board performance and opportunities for the Group.
Each year, the Board, with the assistance of the CGNC,
undertakes a process to assess the effectiveness of the Board, The Board has separate and independent access to Senior
the Board Committees, the Chairman and individual Directors. Management and the Company Secretary at all times. Procedures
For the financial year ended 31 March 2022, as in previous are in place for Directors and Board Committees, where necessary,
years, an independent external consultant (2022: Aon Solutions to seek independent professional advice, paid for by Singtel.
Singapore Pte. Ltd.) was appointed to facilitate this process. The
process enables the Board to identify key strengths and areas for Role of the Company Secretary
improvement, as well as provide insights on the Board’s culture. The Company Secretary attends all Board meetings and is
As part of the process, the Directors and Senior Management are accountable directly to the Board, through the Chairman, on all
requested to complete evaluation questionnaires. The evaluation matters to do with the proper functioning of the Board, including
results are aggregated and analysed and then reported to the advising the Board on corporate and administrative matters, as
CGNC and thereafter to the Board. The results are considered by well as facilitating orientation and assisting with professional
the Board and follow up actions taken where necessary with a view development as required. She assists the Board in implementing
to enhancing the effectiveness of the Board, the Board Committees, and strengthening corporate governance policies and processes.
the Chairman and individual Directors in the discharge of their The Company Secretary is the primary point of contact between
duties and responsibilities. the Company and the SGX. The Company Secretary is legally
trained, with experience in legal matters and company secretarial
For the Board and Board Committees, the evaluation categories practices. The appointment and removal of the Company
include Board composition, Board processes, the relationship Secretary is subject to the approval of the Board.
between the Board and Management, representation of
shareholders and ESG issues, development and monitoring of Board and Management Committees
strategy and priorities, Board Committee effectiveness, CEO The following Board Committees assist the Board in executing its
performance management and succession, director development duties:
and management, and risk management. For the Chairman, the • Audit Committee (AC)
evaluation categories include the management of Board and • Corporate Governance and Nominations Committee (CGNC)
shareholder meetings, interaction between members of the Board as • Executive Resource and Compensation Committee (ERCC)
well as between the Board and Management and overall leadership • Finance and Investment Committee (FIC)
of the Board. For individual Directors, the evaluation categories • Risk Committee (RC)
include the Director’s contribution, knowledge and abilities, teaming
and integrity. Each Board Committee may make decisions on matters within its
terms of reference and applicable limits of authority. The terms of
For the financial year ended 31 March 2022, the outcome of the reference of each Committee are reviewed from time to time, as
evaluation was satisfactory and the Board as a whole, each of the are the committee structure and membership.
Board Committees, the Chairman and each of the individual Directors
received affirmative ratings across all of the evaluation categories. The selection of Board Committee members requires careful
management to ensure that each Committee comprises Directors
In addition to the appraisal exercise, the contributions and with appropriate qualifications and skills, and that there is an
performance of each Director are assessed by the CGNC as part of equitable distribution of responsibilities among Board members.
its periodic reviews of the composition of the Board and the various The need to maximise the effectiveness of the Board, and
Board Committees. In the process, the CGNC is able to identify encourage active participation and contribution from Board
areas for improving the effectiveness of the Board and Board members, is also taken into consideration.
Committees. The Board is also able to assess the Board Committees
through their regular reports to the Board on their activities. A record of each Director’s Board Committee memberships and
attendance at Board Committee meetings during the financial year
Access to information ended 31 March 2022 is set out on page 49.
Prior to each Board meeting, Singtel’s Management provides
the Board with information relevant to matters on the agenda for

44 Singapore Telecommunications Limited | Annual Report 2022

 O VERVIEW
Audit Committee independence of the external auditors is not compromised. It
also makes recommendations to the Board on the appointment

BU SINESS R EVIEW S
or re-appointment, remuneration and terms of engagement of
Membership the external auditors. In addition, the AC approves the Singtel
Internal Audit Charter and reviews the internal audit function
Gautam Banerjee, committee chairman and independent for independence and effectiveness, adequacy of resourcing,
non-executive Director including staff qualifications and experience, and its standing
John Arthur, independent non-executive Director within Singtel. The AC also reviews the performance of Internal
Gail Kelly, independent non-executive Director Audit (IA), including approving decisions relating to appointment
Christina Ong, independent non-executive Director or removal of the Group Chief Internal Auditor and approving
the performance and compensation of the Group Chief Internal
Key Objective Auditor. Based on this, the AC is satisfied that the internal audit
function is independent, effective and adequately resourced.

G O VERNANCE AND SUSTAINABILITY

• Assist the Board objectively in discharging its statutory
and other responsibilities relating to internal controls, During the financial year, the AC reviewed the Management’s and
financial and accounting matters, compliance, and Singtel IA’s assessment of fraud risk and held discussions with the
business and financial risk management external auditors to obtain reasonable assurance that adequate
measures were put in place to mitigate fraud risk exposure in the
Group. On a yearly basis, the AC also reviews the adequacy of
The terms of reference of the AC provide that the AC shall the whistleblower arrangements instituted by the Group through
which staff and external parties can, in confidence, raise concerns
comprise at least three Directors, all of whom are non-executive
about possible improprieties in matters of financial reporting
Directors and the majority, including the chairman, are
or other matters. All whistleblower complaints were reviewed
independent Directors. At least two members of the AC, including
half-yearly by the AC to ensure independent and thorough
the AC chairman, must have recent and relevant accounting
investigation and adequate follow-up.
or related financial management expertise or experience. The
chairman of the AC is not the Chairman of the Singtel Board.
The AC met six times during the financial year. At these meetings,
the Group CEO, Group Chief Corporate Officer, Group CFO,
The AC has explicit authority to investigate any matter within Group Financial Controller, Vice President (Group Finance),
its terms of reference, and has full cooperation and access to Group Chief Internal Auditor and the respective CEOs of the
Management. It has direct access to the internal and external businesses were also in attendance. During the financial year,
auditors, and full discretion to invite any Director or executive

PERFORMANCE
the AC reviewed the results of audits performed by IA based
officer to attend its meetings, and reasonable resources to enable on the approved audit plan, significant litigation and fraud
it to discharge its functions. It also has the authority to review investigations, register of interested person transactions and non-
its terms of reference and its own effectiveness annually and audit services rendered by the external auditors. The AC also met
recommend necessary changes to the Board. with the internal and external auditors, without the presence of
Management, during the financial year.
The main responsibilities of the AC are to assist the Board
objectively in discharging its statutory and other responsibilities The external auditors provided regular updates and periodic
relating to internal controls, financial and accounting matters, briefings to the AC on changes or amendments to accounting
compliance, and business and financial risk management. standards to enable the members of the AC to keep abreast

FI NANCIA LS
of such changes and its corresponding impact on the financial
The AC reports to the Board on the results of the audits undertaken statements, if any. Directors are also invited to attend relevant
by the internal and external auditors, the adequacy of disclosure seminars on changes to accounting standards and issues by
of information, and the adequacy and effectiveness of the system leading accounting firms.
of risk management and internal controls. It reviews the half-yearly
and annual financial statements with Management and the external Financial matters
auditors, reviews and approves the annual audit plans for the Following the amendments to Rule 705 of the Singapore Exchange
AD DI TI ONAL IN FORM AT ION

internal and external auditors, and reviews the internal and external Securities Trading Limited Listing Rules on 7 February 2020,
auditors’ evaluation of the Group’s system of internal controls. the Group adopted half-yearly announcements of its financial
results with effect from 1 April 2020. The AC reviewed the half-
The AC is responsible for evaluating the cost effectiveness year and full-year financial statements of the Group before the
of external audits, the independence and objectivity of the announcement of the Group’s results. In the process, the AC
external auditors, and the nature and extent of the non-audit reviewed the key areas of Management’s estimates and judgement
services provided by the external auditors to ensure that the applied for key financial issues including revenue recognition,

45
CORPORATE
GOVERNANCE
taxation, goodwill impairment, and the joint ventures’ and The terms of reference of the CGNC provide that the CGNC shall
associates’ contingent liabilities, critical accounting policies and comprise at least three Directors, the majority of whom, including
any other significant matters that might affect the integrity of the the chairman, shall be independent. As part of its commitment to
financial statements. The AC also considered the report from the gender diversity, the Board will appoint at least one female Director
external auditors, including their findings on the key areas of audit to the CGNC.
focus. Significant matters that were discussed with Management,
internal and external auditors have been included as key audit The main activities of the CGNC are described in the commentaries
matters (KAMs) in the Independent Auditors’ Report for the on “Board Composition, Diversity and Balance”, “Board
financial year ended 31 March 2022. Refer to pages 110 to 115 Membership” and “Board Performance” from pages 39 to 44.
of this Annual Report.
The CGNC met twice during the financial year ended 31 March
The AC took into consideration the approach and methodology 2022, and also approved various matters by written resolution.
applied in the valuation of acquired businesses, as well as the
reasonableness of the estimates and key assumptions used. In
addition to the views from the external auditors, subject matter Executive Resource and
experts including external tax specialists and legal experts, were Compensation Committee
consulted. The AC concluded that Management’s accounting
treatment and estimates in each of the KAMs were appropriate.
Membership
The information included in the Annual Report, excluding the
Financial Statements and Independent Auditors’ Report, was Gail Kelly, committee chairman and independent non-
provided to the external auditors after the Independent Auditors’ executive Director
Report date. The external auditors have provided a written Lee Theng Kiat, non-executive Chairman of the Singtel Board
confirmation to the AC that they have completed the work in Rajeev Suri, independent non-executive Director
accordance with SSA 720 (Revised), The Auditor’s Responsibilities Teo Swee Lian, independent non-executive Director
Relating to Other Information, and they have noted no exception.
A copy of the charter of the AC is available on the corporate Key Objectives
governance page on the Company’s website at www.singtel.com/
about-us/company/corporate-governance. The ERCC will ensure that competitive and effective
compensation, and progressive policies are in place to
attract, motivate and retain a pool of talented executives to
Corporate Governance and meet the current and future growth of the Group. This includes
Nominations Committee an oversight of the Group’s culture and human capital health,
ensuring:
• Appropriate recruitment, development, retention and
Membership succession planning programs are in place
• An appropriate Corporate Culture (incorporating
Gautam Banerjee, committee chairman and independent inclusion, diversity and ethical health), underpinned by the
non-executive Director Singtel core values, is fostered within the Group
Lee Theng Kiat, non-executive Chairman of the Singtel Board
Gail Kelly, independent non-executive Director
Christina Ong, independent non-executive Director
Teo Swee Lian, independent non-executive Director The ERCC plays an important role in helping to ensure that the
Group is able to attract, motivate and retain the best talents through
Key Objectives competitive and effective remuneration, as well as progressive and
robust policies to achieve the Group’s goals and deliver sustainable
• Establish and review the profile of Board members shareholder value.
• Make recommendations to the Board on the appointment,
re-nomination and retirement of Directors The terms of reference of the ERCC provide that the ERCC shall
• Review the independence of Directors comprise at least three Directors, all of whom shall be non-executive
and the majority of whom shall be independent. The ERCC is
• Assist the Board in evaluating the performance of the chaired by an independent non-executive Director.
Board, Board Committees and Directors
• Develop and review the Company’s corporate The main responsibilities of the ERCC, as delegated by the
governance practices, taking into account relevant local Board, are to oversee the remuneration of the Board and Senior
and international developments in the area of corporate Management. It sets appropriate remuneration framework and
governance policies, including long-term incentive schemes, to deliver annual
and long-term performance of the Group.

46 Singapore Telecommunications Limited | Annual Report 2022

 O VERVIEW
The ERCC has been tasked by the Board to approve or Finance and Investment Committee
recommend to the Board the appointment, promotion and

BU SINESS R EVIEW S
remuneration of Senior Management. The ERCC reviews the
targets of Senior Management across five broad categories of Membership
Breakthrough, Financial, Operational, People and Environment,
Social and Governance (ESG) at the beginning of the financial Lee Theng Kiat, non-executive Chairman of the Singtel Board
year and assesses the performance against these targets at the end Venky Ganesan, independent non-executive Director
of the financial year. The ERCC also recommends the Directors’ Bradley Horowitz, independent non-executive Director
compensation for the Board’s endorsement. Directors’ compensation Lim Swee Say, independent non-executive Director
is subject to the approval of shareholders at the AGM. The ERCC’s Wee Siew Kim, independent non-executive Director
recommendations cover all aspects of remuneration for Directors Yong Hsin Yue, independent non-executive Director
and Senior Management, including but not limited to Directors’
fees, salaries, allowances, bonuses, options, share-based incentives, Key Objectives

G O VERNANCE AND SUSTAINABILITY

management awards, and benefits-in-kind.
• Provide advisory support on the development of the
The ERCC seeks expert advice and views on remuneration and
Singtel Group’s overall strategy and on strategic issues for
governance matters from both within and outside the Group
the Singapore and international businesses
as appropriate. The ERCC draws on a pool of independent
consultants for diversified views and specific expertise. The ERCC • Consider and approve investments and divestments
will ensure that existing relationships, if any, between the Group • Review and approve changes in the Singtel Group’s
and its appointed remuneration consultants will not affect the investment and treasury policies
independence and objectivity of the remuneration consultants. • E
valuate and approve any financing offers and banking
facilities and manage the Singtel Group’s liabilities in line
The ERCC approves or recommends termination payments, with the Singtel Board’s policies and directives
retirement payments, gratuities, ex-gratia payments, severance
• Oversee any on-market share repurchases pursuant to
payments and other similar payments to Senior Management. The
Singtel’s share purchase mandate
ERCC ensures that contracts of service for Senior Management
contain fair and reasonable termination clauses.

The ERCC reviews and ensures appropriate recruitment, The terms of reference of the FIC provide that the FIC shall comprise
development and succession planning programmes are in place at least three Directors, the majority of whom shall be independent
for key executive roles, with the objective of building strong and Directors. Membership of the AC and the FIC is mutually exclusive.

PERFORMANCE
sound leadership bench strength for long-term sustainability of the
business. The ERCC conducts, on an annual basis, a succession The FIC met seven times during the financial year ended 31 March
planning review of Senior Management. In addition, the ERCC 2022.
oversees the Group’s culture and human capital health through the
following:
• Reviews effectiveness of talent management programmes,
including for emerging and niche capabilities;
• Reviews policies, actions and progress made to promote the
Group’s diversity and inclusion objectives;

FI NANCIA LS
• Reviews results, trends and actions taken to address issues
raised from employee engagement and culture surveys; and
• Reviews the sufficiency of the ongoing measures being
adopted to improve employee engagement and instil the
appropriate culture within the Group.

The Group CEO, who is not a member of the ERCC, may attend
AD DI TI ONAL IN FORM AT ION

meetings of the ERCC but does not attend discussions relating to

his own performance and remuneration. Singtel’s remuneration
policy and remuneration for Directors and Senior Management are
discussed in this report from pages 54 to 66.

The ERCC met five times during the financial year ended
31 March 2022.

47
CORPORATE
GOVERNANCE
Risk Committee Advisory Committee/Panel

Membership Singtel has two advisory bodies, the Optus Advisory

Committee (OAC) and the Technology Advisory Panel (TAP).
Teo Swee Lian, committee chairman and independent non-
executive Director The OAC reviews strategic business issues relating to the
John Arthur, independent non-executive Director Australian businesses. The OAC comprises both Board and
Gautam Banerjee, independent non-executive Director non-Board members, namely Mrs Gail Kelly (committee
Christina Ong, independent non-executive Director chairman), Mr Lee Theng Kiat, Mr Yuen Kuan Moon, Mr John
Arthur, Ms Chua Sock Koong, Mr David Gonski, Mr John
Key Objectives Morschel and Mr Paul O’Sullivan.

• Assist the Board in fulfilling its responsibilities in relation The TAP advises the Board on developments, issues and
to governance of material risks in the Group’s business, emerging trends in the technology space. The TAP comprises
which include ensuring that Management maintains a both Board and non-Board members, namely Mr Venky
sound system of risk management and internal controls to Ganesan (chairman), Mr Bradley Horowitz and Mr Koh
safeguard shareholders’ interests and the Group’s assets, Boon Hwee.
and determining the nature and extent of the material risks
that the Board is willing to take in achieving the Group’s
strategic objectives Management Committee

The terms of reference of the RC provide that the RC shall comprise Singtel has a Management Committee that comprises the
at least three members, the majority of whom, including the Group CEO, CEO Optus, CEO Consumer Singapore, CEO
chairman, shall be independent. Members of the RC are appointed Group Enterprise/CEO Regional Data Centre Business,
by the Board, on the recommendation of the CGNC. There is at CEO NCS, Group CFO, Group Chief Corporate Officer,
least one common member between the RC and the AC. Group Chief People and Sustainability Officer, Group Chief
Information Officer/Group Chief Digital Officer and Group
The RC reviews the Group’s strategy, policies, framework, processes Chief Technology Officer.
and procedures for the identification, measurement, reporting and
mitigation of material risks in the Group’s business and reports any The Management Committee meets every week to review and
significant matters, findings and recommendations in this regard to direct Management on operational policies and activities.
the Board.

The RC meets at least three times a year, with additional meetings to

be convened as deemed necessary by the chairman of the RC. The
RC met four times during the financial year ended 31 March 2022.

48 Singapore Telecommunications Limited | Annual Report 2022

 O VERVIEW
Directors’ Board Committee memberships and attendance at Board Committee meetings during the financial
year ended 31 March 2022(1)

BU SINESS R EVIEW S
Corporate
Governance and Executive Resource Finance and
Audit Nominations and Compensation Investment Risk
Committee Committee Committee Committee Committee
Number of Number of Number of Number of Number of Number of Number of Number of Number of Number of
Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings
Name of Director Held Attended Held Attended Held Attended Held Attended Held Attended

Lee Theng Kiat – – 2 2 5 5 7 7 – –

G O VERNANCE AND SUSTAINABILITY

Yuen Kuan Moon(2) see Note (2)
below
John Arthur (3)
– – – – – – – – 1 1
Gautam Banerjee (4)
6 6 1 1 – – – – 4 4
Venky Ganesan – – – – – – 7 7 – –
Bradley Horowitz – – – – – – 7 7 – –
Gail Kelly 6 6 2 2 5 5 – – – –
Lim Swee Say (5)
– – – – – – 5 5 – –
Christina Ong 6 6 2 2 – – – – 4 4
Rajeev Suri(6) – – – – 5 4 – – – –
Teo Swee Lian – – 2 2 5 5 – – 4 4
Wee Siew Kim (7)
– – – – – – 7 7 – –
Yong Hsin Yue (8)
– – – – – – – – – –

PERFORMANCE
Low Check Kian (9)
– – 1 1 2 2 2 2 – –

Notes:
(1)
Refers to meetings held/attended while each Director was in office.
(2)
Yuen Kuan Moon is not a member of the Board Committees, although he attended meetings of the Committees as appropriate.
(3)
Mr John Arthur was appointed to the Board on 1 January 2022. He was appointed a member of the Audit Committee and the Risk Committee on 1 March 2022.
(4)
Mr Gautam Banerjee was appointed chairman of the Corporate Governance and Nominations Committee on 30 July 2021.
(5)
Mr Lim Swee Say was appointed to the Board on 1 June 2021. He was appointed a member of the Finance and Investment Committee on 14 September 2021.

FI NANCIA LS
(6)
Mr Rajeev Suri was appointed a member of the Executive Resource and Compensation Committee on 12 April 2021.
(7)
Mr Wee Siew Kim was appointed a member of the Finance and Investment Committee on 12 April 2021.
(8)
Ms Yong Hsin Yue was appointed to the Board on 1 January 2022. She was appointed a member of the Finance and Investment Committee on 26 May 2022.
(9)
Mr Low Check Kian stepped down from the Board following the conclusion of the AGM on 30 July 2021.
AD DI TI ONAL IN FORM AT ION

49
CORPORATE
GOVERNANCE
Accountability and audit measures recommended to address the risks identified. The AC
also reviews the adequacy and timeliness of the actions taken by
Risk management and internal control Management in response to the recommendations made by the
The Board has overall responsibility for the governance of risk and internal and external auditors. Control self-assessments in key areas
exercises oversight of the material risks in the Group’s business. of the Group’s operations are conducted by Management on a
During the financial year ended 31 March 2022, the RC assisted periodic basis to evaluate the adequacy and effectiveness of the
the Board in the oversight of the Group’s risk profile and policies, risk management and internal control systems, including half-yearly
adequacy and effectiveness of the Group’s risk management and annual certifications by Management to the AC and the Board
system including the framework and process for the identification respectively on the integrity of financial reporting and the adequacy
and management of significant risks, and reports to the Board on and effectiveness of the risk management, internal control and
material matters, findings and recommendations pertaining to risk compliance systems.
management. The AC provides oversight of the financial reporting
risk and the adequacy and effectiveness of the Group’s internal The Group has put in place a Board Escalation Process where
control and compliance systems. major incidents and violations including major/material operational
loss events and potential breaches of laws and regulations by
The Board has approved a Group Risk Management Framework the Company and/or its key officers, are required to be reported
for the identification of key risks within the business. This framework by Management and/or IA to the Board immediately to facilitate
defines 30 categories of risks ranging from environmental to the Board’s oversight of crisis management and adequacy and
operational and management decision-making risks. The Group effectiveness of follow-up actions taken by Management. Through
Risk Management Framework is aligned with the ISO 31000:2018 this process, the Board has been kept informed promptly of any
Risk Management framework and the Committee of Sponsoring incidents with potential material financial, operational, compliance
Organisations of the Treadway Commission (COSO) Internal and information technology risk impact.
Controls Integrated Framework. Major incidents and violations, if
any, are reported to the Board to facilitate the Board’s oversight In last year’s report, it was updated that a major incident that was
of the effectiveness of crisis management and the adequacy reported to the Board under the Board Escalation Process in 2021
of mitigating measures taken by Management to address the was a breach of the Accellion standalone file sharing system used
underlying risks. by Singtel to share information internally as well as with external
stakeholders. The Personal Data Protection Commission reviewed
The identification and day-to-day management of risks rest the incident and is satisfied that Singtel had met its Protection
with Management. Management is responsible for the effective Obligation under Section 24 of the Personal Data Protection Act
implementation of risk management strategies, policies and processes and cannot be held liable for zero-day vulnerabilities on a third
to facilitate the achievement of business plans and goals within party system.
the risk tolerance established by the Board. Key business risks are
proactively identified, addressed and reviewed on an ongoing basis. The Board has received assurance from the Group CEO and Group
CFO that, as at 31 March 2022, the Group’s financial records
The Risk Management Committee, including relevant members from have been properly maintained, the financial statements give a
the Senior Management team, is responsible for setting the direction true and fair view of the Group’s financial position, operations
of corporate risk management and monitoring the implementation of and performance, and that they are prepared in accordance with
risk management policies and procedures including the adequacy accounting standards.
of the Group’s insurance programme. The Risk Management
Committee reports to the RC. The Board has also received assurance from the Group CEO,
Group CFO and Management Committee members that the Group’s
The Board has established a Risk Appetite Statement and Risk internal controls and risk management systems were adequate and
Tolerance Framework to provide guidance to the Management on effective as at 31 March 2022 to address financial, operational,
key risk parameters. The significant risks in the Group’s business, compliance and information technology risks. Where relevant and
including mitigating measures, were also reviewed by the RC as far as can be assessed, sanctions-related risks were considered.
on a regular basis and reported to the Board. Risk registers are
maintained by the business and operational units which identify Based on the internal controls established and maintained by the
the key risks facing the Group’s business and the internal controls Group, work performed by internal and external auditors, reviews
in place to manage those risks. The RC had reviewed the Group’s performed by Management and the various Board Committees as
risk management framework during the reporting period and was well as assurances from members of the Management Committee,
satisfied that it continued to be sound. the Board, with the concurrence of the AC, is of the opinion that
the Group’s internal controls and risk management systems were
Internal and external auditors conduct audits that involve testing adequate and effective as at 31 March 2022 to address financial,
the effectiveness of the material internal control systems within the operational, compliance and information technology risks, which
Singtel Group, relating to financial, operational, compliance and the Group considers relevant and material to its operations. Where
information technology risks. Any material non-compliance or lapses relevant and as far as can be assessed, sanctions-related risks were
in internal controls are reported to the AC, including the remedial considered.

50 Singapore Telecommunications Limited | Annual Report 2022

 O VERVIEW
The systems of risk management and internal control established Internal Auditors (IIA) and adopts the International Standards for
by Management provide reasonable, but not absolute, assurance the Professional Practice of Internal Auditing (the IIA Standards)

BU SINESS R EVIEW S
that Singtel will not be adversely affected by any event that can be laid down in the International Professional Practices Framework
reasonably foreseen as it strives to achieve its business objectives. issued by the IIA.
However, the Board also notes that no system of risk management
and internal control can provide absolute assurance in this regard, Singtel IA has a Quality Assurance programme to ensure that
or absolute assurance against poor judgement in decision-making, its audit activities conform to the IIA Standards. As part of the
human error, losses, fraud or other irregularities. programme, internal Quality Assurance Reviews are conducted
quarterly, and external Quality Assurance Reviews are carried out
Further details of the Group’s Risk Management Philosophy and at least once every five years by qualified professionals from an
Approach can be found on pages 70 to 78. external organisation. The last external Quality Assurance Review
was successfully completed in 2018 and continues to meet or
External auditor exceed the IIA Standards in all key aspects.

G O VERNANCE AND SUSTAINABILITY

The Board is responsible for the initial appointment of the
external auditor. Shareholders then approve the appointment at Singtel IA adopts a risk-based approach in formulating the annual
Singtel’s AGM. The external auditor holds office until its removal audit plan that aligns its activities to the key strategies and risks
or resignation. The AC assesses the external auditor based on across the Group’s business. This plan is reviewed and approved
factors such as the performance and quality of its audit and the by the AC. The reviews performed by Singtel IA are aimed at
independence and objectivity of the auditor, and recommends its assisting the Board in promoting sound risk management, robust
appointment to the Board. internal controls and good corporate governance, through
assessing the design and operating effectiveness of controls that
Pursuant to the requirements of the SGX, an audit partner may only govern key business processes and risks identified in the overall
be in charge of a maximum of five consecutive annual audits and risk framework of the Group. Singtel IA’s reviews also focus on
may then return after two years. KPMG has met this requirement. compliance with Singtel’s policies, procedures and regulatory
Singtel has complied with Rule 712 and Rule 715 of the SGX Listing responsibilities, performed in the context of financial and
Manual in relation to the appointment of its external auditor. operational, revenue assurance and information systems reviews.

In order to maintain the independence of the external auditor, All significant findings and corresponding management’s
Singtel has developed policies and approval processes regarding mitigation plans from completed audit reviews are reported to
the types of non-audit services that the external auditor can provide Senior Management and the AC. Singtel IA monitors the status of
to the Singtel Group. The AC reviewed the non-audit services implementation of the audit recommendations, and past due items
are reported to the Senior Management and the AC.

PERFORMANCE
provided by the external auditor during the financial year and the
associated fees. The AC is satisfied that the independence and
objectivity of the external auditor has not been impaired by the In line with leading practices, a dedicated Data Analytics and
provision of those services. The external auditor has also provided Robotics function had been established since 2020 within Singtel
confirmation of its independence to the AC. IA. During the year, the function further increased the deployment
of data analytics across the auditing process increasing the speed
of risks identification and audit execution. The function also
Fees for KPMG services for the facilitates the data analytics training programme for the audit
financial year ended 31 March 2022 (S$ Mil) function to increase capabilities.

FI NANCIA LS
Audit services 5.3 Singtel IA works closely with Management in its internal consulting
and control advisory role to promote effective risk management,
Non-audit services robust internal control and good governance practices in the
(including audit-related services) 0.9 development of new products/services, and implementation of
new/enhanced systems and processes. Singtel IA also collaborates
with the internal audit functions of Singtel’s regional associates to
Internal Audit (IA) promote joint reviews and the sharing of knowledge and/or best
AD DI TI ONAL IN FORM AT ION

Singtel IA comprises a team of 64 staff members, including practices.

the Group Chief Internal Auditor. Singtel IA reports to the AC
functionally and to the Group CEO administratively. Singtel IA To ensure that the internal audits are performed effectively, Singtel
has unfettered access to all the records, documents, property and IA recruits and employs suitably qualified professional staff with
personnel, including access to the AC, when carrying out the the requisite skill sets and experience. Singtel IA provides training
internal audit reviews and has appropriate standing within Singtel. and development opportunities for its staff to ensure their technical
Singtel IA is a member of the Singapore chapter of the Institute of knowledge and skill sets remain current and relevant.

51
CORPORATE
GOVERNANCE
Shareholder rights and engagement There are separate resolutions at general meetings on each
substantially separate issue and Singtel provides the necessary
Communication with shareholders information on each resolution to enable shareholders to exercise
Singtel proactively engages shareholders and the investment their vote on an informed basis. At each AGM, the Group CEO
community through virtual and in-person meetings and conference delivers a presentation to update shareholders on Singtel’s
calls. These include group and one-on-one meetings, investor progress over the past year. Directors and Senior Management
conferences and global roadshows. Please refer to the Investor are in attendance to address queries and concerns about Singtel.
Relations section on page 69 for more details on shareholder Singtel’s external auditor and counsel also attend to help address
engagement. shareholders’ queries relating to the conduct of the audit and the
auditor’s reports, as well as clarify any points of law, regulation or
To enable investors to keep abreast of strategic and operational meeting procedure that may arise. Shareholders are informed of the
developments, Singtel makes timely and accurate disclosure of voting procedures and rules governing the meeting. The minutes of
material information to the SGX. A market disclosure policy sets out all general meetings are posted on Singtel’s website. The minutes
how material information should be managed and disseminated as disclose the names of the Directors, Senior Management and,
appropriate to the market. where relevant, the external auditor and advisors who attended
the meetings, as well as details of the proceedings, including the
Shareholder meetings questions raised by shareholders and the answers given by the
Board/Management.
In view of the COVID-19 pandemic, the 29th Annual General
Meeting (AGM 2021) was held via electronic means pursuant to
the COVID-19 (Temporary Measures) (Alternative Arrangements for Managing stakeholder relationships
Meetings for Companies, Variable Capital Companies, Business
Singtel seeks to engage all relevant stakeholders in an open two-
Trusts, Unit Trusts and Debenture Holders) Order 2020 (Temporary
way dialogue and our interactions take place on a regular basis.
Measures). Shareholders of Singtel participated in the AGM
By understanding our stakeholders’ needs and interests, as well as
2021 by attending the live audio-visual webcast or live audio-only
concerns, we ensure the relevance of our sustainability strategy and
stream, submitting questions in advance of the AGM 2021 and/
programmes to deliver the intended outcome and impact.
or appointing the Chairman of the AGM 2021 as proxy to attend,
speak and vote on their behalf at the AGM 2021. Singtel answered
Singtel undertakes a formal stakeholder engagement exercise,
all substantial and relevant questions submitted by shareholders
which is facilitated by a third party at least once every three to
prior to the AGM 2021 as well as those received live at the AGM
five years to determine the environmental, social and governance
2021. Minutes of the AGM 2021, which included the responses
issues that are important to the stakeholders. These issues form the
to substantial and relevant questions from shareholders addressed
materiality matrix upon which targets, metrics, programmes and
during the AGM 2021, were published on Singtel’s website.
progress are reviewed by and approved by the Board, before they
are published annually in Singtel’s sustainability report. Singtel’s
Due to the ongoing COVID-19 situation in Singapore, the 30th
executives are also involved in ongoing engagements with these
Annual General Meeting (AGM 2022) to be held in July 2022 will
same stakeholders through various other channels.
continue to be held via electronic means pursuant to the Temporary
Measures. Alternative arrangements relating to attendance at the
Singtel’s approach to stakeholder engagement and materiality
AGM 2022 via electronic means (including arrangements by which
assessment can be found on pages 6 to 7 of the Sustainability
the meeting can be electronically accessed via live audio-visual
Report 2022.
webcast or live audio-only stream), submission of questions in
advance of the AGM 2022, addressing of substantial and relevant
questions at the AGM 2022 and voting via live electronic polling
Other matters
or by appointing the Chairman of the meeting as proxy at the AGM
Securities transactions
2022, are set out in Singtel’s announcement dated 30 June 2022.
Due to the constantly evolving COVID-19 situation in Singapore, the Singtel has in place a Securities Transactions Policy, which provides
arrangements for the AGM 2022 may be changed at short notice that Directors and top management members and persons who
and shareholders are advised to check Singtel’s corporate website are in attendance at Board and top management meetings (Key
and the SGX website regularly for any updates concerning the Officers) should not deal in Singtel securities during the period
AGM 2022. commencing one month before the announcement of the financial
statements for the half-year and full financial year, and ending
Singtel strongly encourages and supports shareholder participation on the date of the announcement of the relevant results, and also
at general meetings. Singtel gives sufficient time to shareholders to during the period commencing two weeks before the announcement
review the Notice of AGM and appoint a proxy to attend the AGM, of any business updates for each of the first and third quarters of
if they wish. The Notice of AGM is also advertised in The Straits the financial year, and ending on the date of the announcement
Times for the benefit of shareholders. of the business updates. In addition, employees who are involved

52 Singapore Telecommunications Limited | Annual Report 2022

 O VERVIEW
in the preparation of the Group’s financial statements should Continuous disclosure
not deal in Singtel securities during the period commencing six There are formal policies and procedures to ensure that Singtel

BU SINESS R EVIEW S
weeks before the announcement of financial results for the half- complies with its disclosure obligations under the listing rules of the
year and full financial year and any business updates for the first SGX Listing Manual. A Market Disclosure Committee is responsible
and third quarters of the financial year, and ending on the date for Singtel’s Market Disclosure Policy. The policy contains guidelines
of the announcement of the relevant results/business updates. The and procedures for internal reporting and decision-making with
policy also provides that any of the above persons who is privy regard to the disclosure of material information.
to any material unpublished price-sensitive information relating to
the Singtel Group should not trade in Singtel securities until the No material contracts
information is appropriately disseminated to the market, regardless Since the end of the previous financial year ended 31 March 2021,
of whether it is during the abovementioned “closed” periods for no material contracts involving the interest of the Group CEO, any
trading in Singtel securities. The Company Secretary sends regular Director, or the controlling shareholder, Temasek Holdings (Private)
reminders of the requirements under the policy and the relevant laws

G O VERNANCE AND SUSTAINABILITY

Limited, has been entered into by Singtel or any of its subsidiaries,
and regulations to the Directors and Management. and no such contract subsisted as at 31 March 2022, save as may
be disclosed on SGXNet or herein.
A Director is required to notify Singtel of his interest in Singtel
securities within two business days after (a) the date on which Interested person transactions
he becomes a Director or (b) the date on which he acquires an
As required by the SGX Listing Manual, details of interested person
interest in Singtel securities. A Director is also required to notify
transactions (IPT) entered into by the Group are disclosed in this
Singtel of any change in his interests in Singtel securities within two
Annual Report on page 216. Singtel IA regularly reviews the
business days after he becomes aware of such change. Singtel will
IPT entered into by the Singtel Group to verify the accuracy and
file such disclosure with SGX within one business day of receiving
completeness of the IPT disclosure and ensure compliance with the
notification from the Director.
SGX reporting requirements under Chapter 9 of the SGX Listing
Manual. The report is submitted to the Audit Committee for review.
The Securities Transactions Policy also discourages trading on
Under the SGX Listing Manual, where any IPT requires shareholders’
short-term considerations and reminds Directors and officers of
approval, the interested person will abstain from voting and the
their obligations under insider trading laws. Directors and officers
decision will be made by disinterested shareholders.
of the Group wishing to deal in Singtel securities during a closed
period must secure prior written approval of the Chairman (in
The Board has adopted a policy that there should be no loans to
the case of Directors of Singtel), the Lead Independent Director
Directors, except for loans to fund expenditure to defend Directors
(in the case of the Chairman) or the Group CEO (in the case of
in legal or regulatory proceedings, as permitted under the

PERFORMANCE
directors of Singtel subsidiaries and Key Officers). Requests for
Companies Act 1967. As at 31 March 2022, there were no loans
written approval must contain a full explanation of the exceptional
granted to Directors.
circumstances and proposed dealing. If approval is granted,
trading must be undertaken in accordance with the limits set out
Codes of conduct and practice
in the written approval. Directors are to inform the Company
Secretary before trading in Singtel securities. The Board is kept The Board has adopted a Code of Business Conduct and Ethics as
informed when a Director trades in Singtel securities. A summary of a means to guide the Directors on the areas of ethical risk, and help
Singtel’s Securities Transactions Policy is available in the Corporate nurture an environment where integrity and accountability are key.
Governance section of the Singtel corporate website. The Code of Business Conduct and Ethics sets out the Board’s

FI NANCIA LS
principles on dealing with conflicts of interest, maintaining
Pursuant to the SGX Listing Manual, the Singtel Group has put in confidentiality, compliance with laws and regulations and fair
place a policy relating to the maintenance of a list(s) of persons who dealing. The Board also has a Directors’ Manual, which sets out
are privy to price-sensitive information relating to Singtel. Under the specific Board governance policies and practices and the Directors’
duties and responsibilities. In addition, Singtel has a code of internal
policy, persons who are to be included in the privy persons list will
corporate governance practices, policy statements and standards
be reminded not to trade in Singtel securities while in possession of
(Singtel Code), and makes this code available to Board members as
unpublished price-sensitive information.
well as employees of the Group. The principles, policies, standards
AD DI TI ONAL IN FORM AT ION

and practices in the Code of Business Conduct and Ethics, the

In relation to the shares of other companies, Directors are prohibited
Directors’ Manual and the Singtel Code are intended to enhance
from trading in shares of Singtel’s listed associates when in
investor confidence and rapport, and to ensure that decision-making
possession of material price-sensitive information relating to such
is properly carried out in the best interests of the Group. The Code of
associates. Directors are also to refrain from having any direct
Business Conduct and Ethics, the Directors’ Manual and the Singtel
or indirect financial interest in Singtel’s competitors that might or
Code are maintained by the Company Secretary and are provided
might appear to create a conflict of interest or affect the decisions
to Directors when they are appointed to the Board.
Directors make on behalf of Singtel.

53
CORPORATE
GOVERNANCE
Singtel also has a strict code of conduct that applies to all The whistleblower policy is promoted during staff training and
employees. The code sets out principles to guide employees in through periodic communication to all staff as part of the Group’s
carrying out their duties and responsibilities to the highest standards efforts to promote strong ethical values and fraud and control
of personal and corporate integrity when dealing with Singtel, its awareness.
competitors, customers, suppliers and the community. The code
covers areas such as equal opportunity employment practices, Remuneration
workplace health and safety, conduct in the workplace, business
conduct, protection of Singtel’s assets, proprietary information and The broad principles that guide the ERCC in its administration
intellectual property, data protection, confidentiality, conflict of of fees, benefits, remuneration and incentives for the Board of
interest, and non-solicitation of customers and employees. Directors and Senior Management are set out below.

Singtel adopts a zero tolerance approach to bribery and corruption Remuneration of non-executive Directors
in any form and this is set out in the code as well as the Singtel Anti- Singtel’s Group CEO is an executive Director and is, therefore,
Bribery and Corruption Policy (ABC Policy). The code and the ABC remunerated as part of Senior Management. He does not receive
Policy are posted on Singtel’s internal website and a summarised Director’s fees.
version of the code, as well as the ABC Policy, are accessible from
the Singtel corporate website. Policies and standards are clearly The ERCC recommends the non-executive Directors’ fees for
stipulated to guide employees in carrying out their daily tasks. the Board’s endorsement and approval by shareholders. As
Singtel has diverse and complex operations and investments
Singtel has established an escalation process so that the Board of internationally and is not just a Singapore-based company, the
Directors, Senior Management, and internal and external auditors fees are benchmarked each year against fees paid by comparable
are kept informed of corporate crises in a timely manner, according companies in Singapore and other countries.
to their severity. Such crises may include violations of the code of
conduct and/or applicable laws and regulations, as well as loss Singtel seeks shareholders’ approval at the AGM for Directors’ fees
events that have or are expected to have a significant impact, on a current year basis. The fees are paid on a half-yearly basis
financial or otherwise, on the Group’s business and operations. in arrears. No Director can decide his or her own fees. Directors
are reimbursed for out-of-pocket travelling and accommodation
Whistleblower policy expenses should they need to travel out of their country or city of
residence to attend Board and Board committee meetings and other
Singtel undertakes to investigate all complaints of suspected
Board events.
misconduct or wrongdoing in an objective manner. Singtel has
a whistleblower policy that clearly sets out the channels that
Save as mentioned below, there are no retirement benefit schemes
employees and external parties can for reporting such concerns.
or share-based compensation schemes in place for non-executive
The policy identifies the parties authorised to receive complaints,
Directors.
including details of a direct channel to Singtel IA and whistleblower
hotline services independently managed by an external service
Directors are encouraged, but not required, to acquire Singtel
provider. The policy provides mechanisms for reporting suspected
shares each year from the open market until they hold the
misconduct or wrongdoing which may cause financial loss to the
equivalent of one year’s fees in shares, and to continue to hold the
Group or damage the Group’s reputation.
equivalent of one year’s fees in shares while they remain on the
Board.
Whistleblowers should report their concerns if they have
reasonable grounds of suspicion. The policy sets out that employees
Financial year ended 31 March 2022
and other persons making such reports will be treated fairly and,
to the extent possible, protected from detrimental conduct. The For the financial year ended 31 March 2022 (FY2022), the
whistleblower policy makes provision for a whistleblower to report fees for non-executive Directors comprised a basic retainer fee,
matters anonymously. In the event that the whistleblower chooses additional fees for appointment to Board Committees, attendance
fees for ad hoc Board meetings and a travel allowance for
to disclose their identity, there are provisions in place to keep the
Directors who were required to travel out of their country or city of
identity of the whistleblower confidential.
residence to attend Board meetings and Board Committee meetings
that did not coincide with Board meetings. The framework for
All whistleblower complaints are independently investigated by
determining non-executive Directors’ fees for FY2022 was the same
an appropriately skilled and knowledgeable investigation team.
as the framework for the previous financial year and is set out on
The outcome of each whistleblower investigation is reported to
page 57.
the AC. The AC also reviews the adequacy of the whistleblower
arrangements on a yearly basis, which includes comparison
At his request, the Chairman, Mr Lee Theng Kiat, was not paid any
against best practices and compliance with any regulatory
fees for FY2022.
requirements.

54 Singapore Telecommunications Limited | Annual Report 2022

 O VERVIEW
Directors’ fees paid for the financial year ended 31 March 2022
The aggregate Directors’ fees paid to non-executive Directors for FY2022 was S$1,934,175 (details are set out in the table below).

BU SINESS R EVIEW S
Director’s Fees
Name of Director (S$)

Lee Theng Kiat(1) –

John Arthur (2)
46,750
Gautam Banerjee 226,521
Venky Ganesan (3)
253,382

G O VERNANCE AND SUSTAINABILITY

Bradley Horowitz (4)
221,255
Gail Kelly (5)
264,000
Lim Swee Say (6)
116,820
Christina Ong 201,000
Rajeev Suri(7) 154,236
Teo Swee Lian 201,000
Wee Siew Kim (8)
149,930
Yong Hsin Yue (9)
29,500
Low Check Kian (10)
69,781
Total 1,934,175

Notes:
(1)
Mr Lee Theng Kiat requested that he not be paid any Director’s fees for the financial year ended 31 March 2022. Mr Lee received car-related benefits
(S$13,904).

PERFORMANCE
(2)
Includes fees of S$6,250 paid to Mr John Arthur in his capacity as a member of the Optus Advisory Committee from 1 January 2022 to 31 March 2022.
Mr Arthur was appointed to the Board on 1 January 2022 and as a member of the Audit Committee and the Risk Committee on 1 March 2022.
(3)
Includes fees of US$75,000 (S$102,382) paid to Mr Venky Ganesan in his capacity as the chairman of the Technology Advisory Panel. In addition to the Director’s
fees set out above, Mr Ganesan received fees of US$100,000 for the financial year ended 31 March 2022 in his capacity as a director of Amobee, Inc.
(4)
Includes fees of US$50,000 (S$68,255) paid to Mr Bradley Horowitz in his capacity as a member of the Technology Advisory Panel.
(5)
Includes fees of S$35,000 paid to Mrs Gail Kelly in her capacity as the chairman of the Optus Advisory Committee.
(6)
Mr Lim Swee Say was appointed to the Board on 1 June 2021 and as a member of the Finance and Investment Committee on 14 September 2021.
(7)
Mr Rajeev Suri was appointed to the Executive Resource and Compensation Committee on 12 April 2021.

FI NANCIA LS
(8)
Mr Wee Siew Kim was appointed to the Finance and Investment Committee on 12 April 2021.
(9)
Ms Yong Hsin Yue was appointed to the Board on 1 January 2022 and as a member of the Finance and Investment Committee on 26 May 2022.
(10)
Mr Low Check Kian stepped down from the Board following the conclusion of the AGM on 30 July 2021. In addition to the Director’s fees set out above, Mr Low
received fees of S$35,000 for the financial year ended 31 March 2022 in his capacity as a director of Singtel Innov8 Pte. Ltd.
AD DI TI ONAL IN FORM AT ION

55
CORPORATE
GOVERNANCE
There is no employee of the Group who is an immediate family In arriving at the proposed all-in Chairman’s fee, the Company
member of a Director or the Group CEO, and whose remuneration took into account:
exceeded S$100,000 during FY2022. No employee of the Group (a) the significant leadership role played by the Chairman of
is a substantial shareholder of the Company. the Board, and in providing clear oversight and guidance to
management;
Financial year ending 31 March 2023 (b) the amount of time the Chairman spends on Singtel matters,
For the financial year ending 31 March 2023 (FY2023), it is including providing input and guidance on strategy and
proposed that aggregate fees of up to S$4,020,000 (FY2022: supporting Management in engaging with a wide range
up to S$2,350,000) be paid to Directors. The increase in the of other stakeholders such as partners, governments and
Directors’ fees for FY2023 is due to the proposed all-in Chairman’s regulators, as well as travelling to visit the Group’s key
fee of S$960,000 (save for car-related benefits) and the revisions associates in the region. In this regard, the Board has agreed
to the remuneration framework for the other non-executive with the Chairman that he will commit a significant proportion
Directors. of his time to his role as Chairman of the Singtel Board and
will manage his other time commitments accordingly; and
For FY2023, Singtel engaged an external independent consultant, (c) comparable benchmarks from Singapore listed companies of
Willis Towers Watson (Singapore) to undertake a benchmarking similar size across all industries, regional and global listed
review for non-executive Directors’ fees. The review encompassed telecommunications companies of similar size, and Asia Pacific
comparable benchmarks from Singapore listed companies of listed companies of similar size.
similar size across all industries, regional and global listed
telecommunications companies of similar size, and Asia Pacific The proposed all-in Chairman’s fee will be paid approximately
listed companies of similar size. Pursuant to that review, it is two-thirds in cash and approximately one-third in Singtel shares to
proposed to revise the remuneration framework for the non- be delivered in the form of a share award to be granted under the
executive Directors to bring the Directors’ fees in line with Singtel Performance Share Plan 2012. The actual number of shares to
market norms, and to ensure that the Company is able to attract be awarded will be determined by reference to the volume-weighted
and retain the right calibre of Directors necessary to contribute average price of a share on the SGX over the 10 trading days
effectively to the Board in an ever-increasingly competitive market. immediately following the date of the 30th Annual General Meeting,
The remuneration framework for the non-executive Directors (save rounded down to the nearest share. The award will consist of fully
for the Chairman) has not been revised since 2013. paid shares, with no performance conditions attached and no vesting
periods imposed, but it is currently intended that there will be a
The key changes to the remuneration framework for the non- moratorium on the sale of such shares for a period of up to two years
executive Directors (including for the Chairman) are set out in after the grant of the award. No separate retainer fees, committee
the table on page 57 below. In relation to the all-in Chairman’s fees or attendance fees will be paid to the Chairman.
fee, notwithstanding that there is a proposed increase in the all-in
Chairman’s fee from S$960,000 to S$1,150,000, Mr Lee Theng The quantum of Directors’ fees for the non-executive Directors for
Kiat who, at his request, was not paid any Directors’ fees for FY2023 is calculated based on, among other things, the number
FY2021 and FY2022, has requested to receive the lower amount of of expected Board and Committee meetings and the number of
S$960,000 in Chairman’s fees for FY2023. The previous Chairman Directors expected to hold office during the course of that year.
received an all-in fee of S$960,000 (save for car-related benefits)
per year. Shareholders’ approval is required for the Directors’ fees pursuant to
the Companies Act 1967 and the Constitution of the Company.

56 Singapore Telecommunications Limited | Annual Report 2022

 O VERVIEW
Directors’ fee structure for the financial year ended 31 March 2022 and the proposed structure for the
financial year ending 31 March 2023

BU SINESS R EVIEW S
FY2022 FY2023 (proposed)
(S$ per annum) (S$ per annum)

Basic Retainer Fee

Board Chairman (all-in fees) 960,000(1) 1,150,000(2)
Lead Independent Director 110,000 144,000
Director 110,000 120,000

G O VERNANCE AND SUSTAINABILITY

Fees for appointment to Audit Committee
Committee chairman 60,000 70,000
Committee member 35,000 45,000

Fees for appointment to Corporate Governance and Nominations Committee

Committee chairman 35,000 45,000
Committee member 25,000 30,000

Fees for appointment to Executive Resource and Compensation Committee

Committee chairman 45,000 70,000
Committee member 25,000 45,000

Fees for appointment to Finance and Investment Committee

Committee chairman 60,000 70,000

PERFORMANCE
Committee member 35,000 45,000

Fees for appointment to Risk Committee

Committee chairman 35,000 70,000
Committee member 25,000 45,000

Fees for appointment to Optus Advisory Committee

Committee chairman 35,000 45,000

FI NANCIA LS
Committee member 25,000 30,000

Fee for appointment to Technology Advisory Panel

Panel chairman US$75,000 US$75,000
Panel member US$50,000 US$50,000
AD DI TI ONAL IN FORM AT ION

Fees for appointment to other Committee/Panel

Committee/Panel chairman – 45,000
Committee/Panel member – 30,000

Travel allowance for Board meetings and Board Committee meetings 3,000 per day –
that do not coincide with Board meetings (per day of travel required to Technology Advisory Panel: Technology Advisory Panel:
attend meeting) US$2,400 per day US$2,400 per day
(no attendance fees)

Notes:
(1)
Mr Lee Theng Kiat was not paid any fees for FY2022 and FY2021 at his request.
(2)
Notwithstanding the proposed increase in the all-in Chairman’s fees from S$960,000 to S$1,150,000, Mr Lee Theng Kiat has requested
to receive the lower amount of S$960,000 for FY2023.
57
CORPORATE
GOVERNANCE
FY2022 FY2023 (proposed)
Board
Committee/
Board Panel
Attendance fees per meeting (S$) (S$) (S$)

Ad hoc meeting 2,000 - -

Teleconference - 1,000 500
Home city - 2,500 1,250
In-region - 6,000 3,000
Out-region - 12,000 6,000
Same trip as Board meeting - - 1,250

Remuneration strategy and principles

Our remuneration strategy is designed to attract, motivate and retain employees to drive the current and future growth of the
Company. The following are our guiding principles for remuneration of Senior Management.

Alignment with shareholders’ interests Fair and appropriate

• Align interests between management and shareholders • O
ffer competitive packages to attract and retain highly
• Select appropriate performance metrics for annual and experienced and talented individuals
long-term incentive plans to support business strategies • Link a significant proportion of remuneration to
and ongoing enhancement of shareholder value performance, both on an annual and long-term basis
• Allow for performance-related clawback if long-term • Structure a significant but appropriate proportion of
sustained performance targets are not met remuneration to be at risk with symmetric upside and
• Establish sound and structured funding to ensure downside
affordability

Pay-for-performance Effective implementation

• Measure performance based on a holistic balanced • E
nsure the link between performance and remuneration
scorecard approach, comprising both financial and non- is clear and the framework is simple for employees to
financial metrics understand
• E
nsure targets are appropriately set for threshold, target, • Meet rigorous corporate governance requirements
stretch and exceptional performance levels

Remuneration governance Last year, a comprehensive review of the overall remuneration

framework was made to ensure continued relevance to our strategic
The effectiveness of our remuneration strategy is underpinned by business objectives and alignment with market practice. As a recap,
robust governance. The ERCC reviews remuneration of Senior the Value Sharing Bonus (VSB) scheme for Senior Management has
Management through a process that considers Group, business been suspended with effect from FY2022. A One-Off Long-Term
unit and individual performance as well as relevant comparative Incentive (LTI) Award with a five-year performance period was
remuneration in the market. On an annual basis, the ERCC introduced to support Singtel’s transformation agenda, enhance
proposes the compensation of the Senior Management for the alignment with long-term shareholder value creation, and to retain
Board’s approval. For the role of Group Chief Internal Auditor, and motivate the senior executive team. In view of the One-Off LTI
the chairman of the Audit Committee approves his compensation Award granted last year, the Senior Management would not be
annually. awarded the 2022 Performance Share Award (PSA).

58 Singapore Telecommunications Limited | Annual Report 2022

 O VERVIEW
During the year, the ERCC engaged Willis Towers Watson and Environmental, Social and Governance (ESG). These KPIs are
(Singapore) to conduct Executive Remuneration Benchmarking for aligned to the objectives of our Annual Operating Plan and longer-

BU SINESS R EVIEW S
Senior Management and valuation of the One-Off LTI Award. term strategic plan, to motivate performance for the short, medium
and long term. ESG KPIs have been introduced to reinforce our
As for the valuation and vesting computation for the Restricted commitment to thrive and advance our sustainability goals across
Share Award and Performance Share Award grants under the the Group’s businesses. For more details on our sustainability goals
Singtel Performance Share Plan 2012, the ERCC has engaged Aon and initiatives, please refer to the Singtel Group Sustainability
Hewitt Singapore Pte Ltd (Aon Hewitt) for the services. Willis Towers
Report 2022.
Watson, Aon Hewitt and their consultants are independent and not
related to the Group or any of its Directors.
Weightings are allocated to KPIs for each Senior Management to
Singtel may, under special circumstances, compensate Senior ensure a balanced approach in assessing individual’s performance
Management for their past contributions when their services are no and determining the appropriate remuneration. At the start of each

G O VERNANCE AND SUSTAINABILITY

longer needed, in line with market practice; for example, due to financial year, KPIs for the Senior Management are endorsed by the
redundancies arising from reorganisation or restructuring of the Group. ERCC and approved by the Board. At the end of the financial year,
the ERCC reviews the performance of each Senior Management
If an executive is involved in misconduct or fraud, resulting in member based on a mix of financial and non-financial outcomes,
financial loss to the company, the ERCC has the discretion not including progress towards the Group’s strategic priorities
to award and to forfeit incentive components of the executive’s and alignment of behaviours to our values, to recommend the
remuneration, to the extent that such award or incentive has not appropriate performance level and remuneration for the Board’s
been released or disbursed. approval.

Remuneration framework Remuneration components

Our remuneration framework is designed to incentivise executives Our total remuneration provides an appropriate balance between
to deliver the Group’s strategic priorities and enhance shareholder fixed and performance-related components. The remuneration
value over the short, medium and long term. structure is such that the percentage of the performance-related
components increases for the more senior levels to reflect their
Balanced scorecard greater accountabilities and impact on business performance. The
We use a balanced scorecard approach to measure how successful key remuneration components for Senior Management are indicated
we are in serving stakeholders and executing our long-term strategy. in the following diagram and tables.
Our scorecard comprises key performance indicators (KPIs) in five

PERFORMANCE
broad categories: Breakthrough, Financial, Operational, People

Total Remuneration

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=
Fixed Components

Benefits & Provident/

Base Salary
Superannuation
AD DI TI ONAL IN FORM AT ION

+
Performance-Related Components

Variable Bonus Long-Term Incentives

59
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Fixed components
Base Salary
Purpose and Linkage Reflects the market worth of the job and considers the responsibilities, competencies and experience of the
to Performance individual. Linked to each executive’s sustained long-term performance.
Policy Approved by the Board based on ERCC’s recommendation and reviewed annually against:

• Peers of similar financial size and complexity to the Group

• Pay and conditions across the Group
• Executive’s contribution and experience

In Australia, consistent with local market practice, executives may opt for a portion of their salaries to be
received in benefits-in-kind, such as superannuation contributions and motor vehicles, while maintaining the
same overall cost to the company.

Benefits & Provident/Superannuation Fund

Purpose and Linkage Provisions are in line with local market practices and legislative requirements, and not directly linked to
to Performance performance.
Policy Singtel contributes towards the Singapore Central Provident Fund or the Optus Superannuation Fund or
any other chosen fund, as applicable. Singtel also provides in-company medical scheme, club membership,
employee discounts and other benefits that may incur Australian Fringe Benefits Tax, where applicable.

Participation in benefits is dependent on the country in which the executive is located. For expatriates located
away from home, additional benefits such as accommodation, children’s education and tax equalisation may
be provided.

Performance-related components
Variable bonus
Variable bonuses comprise Performance Bonus. In determining the final variable bonus payments, the ERCC considers the overall Group,
business unit and individual performance as well as relevant market remuneration benchmarks.

Performance Bonus (PB)

Purpose Reward short-term performance against annual targets set in the balanced scorecard for each executive.
Award Type Cash bonus
Linkage to Performance Annual payout that will vary based on actual achievement against Group, business unit and individual
performance targets.
Participants All employees

60 Singapore Telecommunications Limited | Annual Report 2022

 O VERVIEW
Long-term incentives
Long-term incentives comprise Restricted Share Award (RSA) and Performance Share Award (PSA). These are equity awards provisionally

BU SINESS R EVIEW S
granted to employees based on performance at the end of each financial year at the discretion of the ERCC. A significant portion of the
remuneration for our Senior Management is delivered in Singtel shares to ensure that their interests are aligned with shareholders. In particular,
the long-term incentives mix is more heavily weighted towards PSA for more senior executives to increase focus on shareholder returns.

Long-Term Incentives (LTI)

Purpose Reinforce the delivery of long-term growth and shareholder value to drive an ownership culture and retain
key talent.
Award Type 2022 Restricted Share Award (RSA) 2022 Performance Share Award (PSA)
Linkage to Performance Individual Performance Group and Individual Performance

G O VERNANCE AND SUSTAINABILITY

PSA performance conditions are key drivers of shareholder
value creation and aligned to the Group’s business objectives
Participants Top Executives Top Executives
Vesting Mechanism Time-based schedule, with equal vesting Over a three-year performance period.
and Schedule over three years, subject to continued
employment with the Singtel Group at the • Singtel Group’s Absolute Total Shareholder Return (TSR)
point of vesting achieved against predetermined targets (60%)
• Singtel Group’s Reported Net Profit After Tax (NPAT)
achieved against predetermined targets (20%)
• Environmental, Social and Governance (ESG) measures
against predetermined targets (20%)

Figure A: Performance Share Award (PSA) Vesting Schedule

Absolute TSR (60%) Reported Group NPAT (20%) ESG Measures (20%)

PERFORMANCE
Performance Vesting Level (1)
Performance Vesting Level (1)
Performance Vesting Level(1)
Superior 150% Exceptional 150% Superior 150%
Target 100% Superior 130% Target 100%
Threshold 50% Target 100% Threshold 50%
Below Threshold 0% Partially Met 50% Below Threshold 0%
Threshold 30%
Below Threshold 0%

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Note:
(1)
For achievement between these performance levels, the percentage of shares that will vest would vary accordingly.

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61
CORPORATE
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Policy and governance The number of shares awarded under RSA and PSA is determined using the valuation of the shares based
on a Monte-Carlo simulation. The RSA have a service condition, while the PSA are conditional upon the
achievement of predetermined performance targets over the performance period. The PSA performance
conditions and targets are approved by the ERCC at the beginning of the performance period.

Minimum shareholding requirement

To further strengthen alignment with shareholders, the Senior Management are required to build up and
retain at least the equivalent of two times their annual base salary in shares. The Group CEO is expected to
hold at least the equivalent of three times his annual base salary as shareholding.

Treatment of awards on cessation of employment

Special provisions for vesting and lapsing of awards apply for events such as the termination of employment,
misconduct, retirement and any other events approved by the ERCC. Upon occurrence of any of the events,
the ERCC will consider, at its discretion, whether or not to release any award, and will take into account
circumstances on a case-by-case basis, including (but not limited to) the contributions made by the employee.

Singtel employees are prohibited from entering into transactions in associated products which limit the
economic risk of participating in unvested awards under Singtel’s equity-based remuneration schemes.

Long-term incentives vesting outcomes for the year

For the financial year ended 31 March 2022, the overall vesting outcome for 2019 PSA is 0% as the performance hurdles were not met.
Details of the 2019 PSA vesting conditions and outcomes are outlined in the table below.

2019 PSA
Performance Period: 1 April 2019 to 31 March 2022
KPI Vesting Conditions Weighting Vesting Outcome %
Singtel Group’s Absolute Total Shareholder Return achieved against predetermined targets 60% 0%
Singtel Group’s Reported NPAT achieved against predetermined targets 40% 0%
Overall outcome: 0%

62 Singapore Telecommunications Limited | Annual Report 2022

 O VERVIEW
One-Off Long-Term Incentive (LTI) Award to Drive Transformation

BU SINESS R EVIEW S
Arising from the review of the overall remuneration framework, a separate long-term incentive (LTI) award with five-year performance period
was introduced in 2021. This is a One-Off LTI Award designed to support Singtel’s transformation agenda, enhance alignment with long-term
shareholder value creation, and to retain and motivate the senior executive team.

In view of the One-Off LTI Award, the Senior Management was not awarded the 2022 PSA. The key features of the One-Off LTI Award are
outlined below.

Award Type One-Off LTI Award

Linkage to Performance • Singtel Group’s five-year Absolute Total Shareholder Return (TSR) achieved against predetermined
targets (80%)

G O VERNANCE AND SUSTAINABILITY

• Environmental, Social and Governance measures against predetermined targets (20%)
Participants Senior Management and Selected Key Executives
Vesting Mechanism and The One-Off LTI Award has a five-year performance period. In order to incentivise Management towards
Schedule earlier achievement of the five-year targets, this LTI plan has a milestone vesting feature, where 15%
would vest after Year 3 or Year 4 if the five-year Absolute TSR performance threshold is achieved by
then, and another 15% would vest 12 months later, subject to ERCC’s approval. The milestone vesting is
also subject to Singtel’s Absolute TSR exceeding the combination of the median TSR of the Straits Times
Index (50%) and the MSCI Asia (excluding Japan) Telco Index (50%). The remaining 70% would then be
subject to final performance testing after Year 5 if the milestone vesting has been achieved.
Policy and Governance Similar to the RSA and PSA, the number of shares awarded is determined using the valuation of the
shares based on a Monte-Carlo Simulation. The performance conditions and targets are approved by
the ERCC. The prevailing treatment of awards on cessation of employment will continue to apply for this
one-off share award.

Figure B: One-Off LTI Award Vesting Schedule

PERFORMANCE
Absolute TSR (80%) ESG Measures (20%)
Performance Vesting Level (1)
Performance Vesting Level(1)
Superior 150% Superior 150%
Target 100% Target 100%
Threshold 50% Threshold –
Below Threshold 0%

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Note:
(1)
For achievements between these performance levels, the percentage of shares that will vest would vary accordingly.

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GOVERNANCE
Remuneration of key management
For the financial year ended 31 March 2022, there were no termination, retirement and post-employment benefits granted to Directors and
Key Management.

Remuneration of executive director

Summary compensation table for Group CEO for the financial year ended 31 March 2022:

Salary (S$)(1) Variable Benefits (S$)(3) Total Cash &

Name Bonus (S$)(2) Benefits (S$)(4)

Yuen Kuan Moon 1,217,160 2,100,000 126,620 3,443,780

Performance shares granted, vested and lapsed for Mr Yuen as at 31 March 2022 are as follows:

Restricted Share Award (RSA)(5)

Granted Vested Lapsed Released
(no. of shares) (no. of shares) (no. of shares) Date (no. of shares)

1-Jun-21 60,767
2019 Awards 121,533 121,533 –
1-Jun-22 60,766
1-Jun-22 74,108
2020 Awards(6) 148,216 74,108
1-Jun-23
1-Jun-22 56,887
2021 Awards(7) 170,659 56,887 1-Jun-23
3-Jun-24
1-Jun-23
2022 Awards(7),(8) 908,698 3-Jun-24
2-Jun-25

Performance Share Award (PSA)(5)

Granted Vested Lapsed Released
(no. of shares) (no. of shares) (no. of shares) Date (no. of shares)

2019 Awards(7) 516,279 – 516,279 1-Jun-22

2020 Awards(7) 526,429 1-Jun-23

One-Off Long Term Incentive Award(5)

Granted Vested Lapsed Released
(no. of shares) (no. of shares) (no. of shares) Date (no. of shares)

2021 Awards(7) 4,188,482 1-Jun-26

64 Singapore Telecommunications Limited | Annual Report 2022

 O VERVIEW
Notes:
(1)
Salary includes the Provident Fund earned for financial year ended 31 March 2022.

BU SINESS R EVIEW S
(2)
The Variable Bonus comprises Performance Bonus (PB) which varies according to the actual achievement against Group, business unit and individual performance
objectives for the financial year ended 31 March 2022.
(3)
Benefits are stated on the basis of direct costs to the company and include car benefits, flexible benefits and other non-cash benefits such as medical cover and
club membership.
(4)
Total Cash & Benefits is the sum of Fixed Remuneration, Provident Fund, Benefits and Variable Bonus awarded for the financial year ended 31 March 2022.
(5)
Long-term Incentives are awarded in the form of Restricted Share Award (RSA), Performance Share Award (PSA) and One-Off Long Term Incentive Award under
the Singtel Performance Share Plan 2012.
(6)
The second tranche of the RSA granted in 2020 will vest and be released in June 2023, subject to continued employment and meeting of performance conditions.
(7)
The vesting of the RSA, PSA and One-Off Long-Term Incentive Award are conditional upon the achievement of predetermined performance targets or vesting
conditions over the respective performance period.

G O VERNANCE AND SUSTAINABILITY

(8)
The 2022 RSA grant made in June 2022 is for performance for the financial year ended 31 March 2022. The per unit fair value of the RSA is S$2.311.

Remuneration of other key management

Due to the confidentiality and sensitivity on remuneration matters, the Board is of the view that the Group’s key management remuneration
shall be disclosed as bands, as indicated in the following table. The Board has considered the recommendations set out in Provision 8.1
of the Corporate Governance Code carefully, and believes that, taken as a whole, the disclosures provided are meaningful and sufficiently
transparent in giving an understanding of remuneration of its key management, the Company’s remuneration policies, level and mix of
remuneration, the procedure for determining remuneration and the linkages between remuneration, performance and value creation. For
the financial year ended 31 March 2022, the key management (who are not Directors or the Group CEO) are Aileen Tan, Anna Yip, Arthur
Lang, Bill Chang, Kelly Bayer Rosmarin, Lim Cheng Cheng, Mark Chong, Ng Kuo Pin and William Woo.

Summary compensation table for all the key management for the financial year ended 31 March 2022:

Total
Variable Cash &
Remuneration Band No. of Salary Bonus Benefits Benefits
(S$)(1) Employees (S$)(%)(2) (S$)(%)(3) (S$)(%)(4) (S$)(%)(5)

PERFORMANCE
$1,000,001 - $1,250,000 2 56% 39% 5% 100%
$1,250,001 - $1,500,000 2 48% 48% 4% 100%
$1,500,001 - $1,750,000 4 52% 43% 5% 100%
$2,500,001 - $2,750,000 1 52% 48% 0% 100%
Total Aggregate Compensation 13,851,976

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65
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Performance shares granted, vested and lapsed for the above executives as at 31 March 2022 are as follows:

Restricted Share Award (RSA)(6)

Granted Vested Lapsed Released
(no. of shares) (no. of shares) (no. of shares) Date (no. of shares)

1-Feb-21 55,269
2018 Awards 110,538 110,538 –
1-Feb-22 55,269
1-Jun-21 300,212
2019 Awards 600,420 600,420 –
1-Jun-22(11) 300,208
1-Jun-22(11) 371,263
2020 Awards(7) 742,521 371,263
1-Jun-23
1-Jun-22(11) 304,002
2021 Awards (8)
911,996 304,002 1-Jun-23
3-Jun-24
1-Jun-23
2022 Awards(8),(9) 2,680,763 3-Jun-24
2-Jun-25

Performance Share Award (PSA)(6)

Granted Vested Lapsed Released
(no. of shares) (no. of shares) (no. of shares) Date (no. of shares)

2019 Awards 1,436,394 – 1,436,394 1-Jun-22 –

2020 Awards (8)
1,441,283 1-Jun-23

One-Off Long Term Incentive Award(6)

Granted Vested Lapsed Released
(no. of shares) (no. of shares) (no. of shares) Date (no. of shares)

2021 Awards(8) 11,575,263 1-Jun-26

2022 Awards(8),(10) 754,596 1-Jun-26

Notes:
(1)
Remuneration Bands as indicated do not include the value of awards granted under Singtel Performance Share Plan 2012.
(2)
Salary includes the Provident Fund earned for financial year ended 31 March 2022.
(3)
The Variable Bonus comprises Performance Bonus (PB) which varies according to the actual achievement against Group, business unit and individual performance
objectives for the financial year ended 31 March 2022.
(4)
Benefits are stated on the basis of direct costs to the company and include car benefits, flexible benefits and other non-cash benefits such as medical cover and club
membership.
(5)
Total Cash & Benefits is the sum of Fixed Remuneration, Provident Fund, Benefits and Variable Bonus awarded for the financial year ended 31 March 2022.
(6)
Long-term Incentives are awarded in the form of Restricted Share Award (RSA), Performance Share Award (PSA) and One-Off Long Term Incentive Award under the
Singtel Performance Share Plan 2012.
(7)
The second tranche of the RSA granted in 2020 will vest and be released in June 2023, subject to continued employment and meeting of performance conditions.
(8)
The vesting of the RSA, PSA and One-Off Long-Term Incentive Award are conditional upon the achievement of predetermined performance targets or vesting
conditions over the respective performance period.
(9)
The 2022 RSA grant made in June 2022 is for performance for the financial year ended 31 March 2022. The per unit fair value of the RSA is S$2.311.
(10)
Granted to selected key management executives. The per unit fair value of the One-Off Long-Term Incentive Award is S$1.016.
(11)
For employees in Optus, the shares vesting is on 1 July 2022.

66 Singapore Telecommunications Limited | Annual Report 2022

 O VERVIEW
Summary of disclosures – corporate governance

BU SINESS R EVIEW S
Rule 710 of the SGX Listing Manual requires Singapore listed companies to describe their corporate governance practices with specific
reference to the 2018 Code in their annual reports. This summary of disclosures describes our corporate governance practices with specific
reference to the express disclosure requirements in the principles and provisions of the 2018 Code.

Key information on each Director in this Annual Report:

• Pages 14 to 18 – Directors’ independence status, appointment dates and length of directorship
• Pages 37 and 49 – Directors’ meeting attendance
• Pages 54 to 58 – Directors’ remuneration
• Pages 217 to 219 – Further Information on Board of Directors
• Pages 220 to 233 – Additional Information on Directors seeking re-election at the Annual General Meeting to be held on 29 July 2022

G O VERNANCE AND SUSTAINABILITY

Page reference in
Principles and provisions of the 2018 Code – Singtel Annual Report
Express disclosure requirements 2022

Provision 1.2 Pages 38 to 39

The induction, training and development provided to new and existing Directors.
Provision 1.3 Page 38
Matters that require Board approval.
Provision 1.4 Pages 44 to 48
Names of the members of the Board committees, the terms of reference of the Board Committees, any
delegation of the Board’s authority to make decisions, and a summary of each Board Committee’s activities.
Provision 1.5 Pages 37 and 49
The number of meetings of the Board and Board Committees held in the year, as well as the attendance of
every Board member at these meetings.
Provision 2.4 Pages 39 to 40

PERFORMANCE
The board diversity policy and progress made towards implementing the board diversity policy, including
objectives.
Provision 4.3 Pages 43 to 44
Process for the selection, appointment and re-appointment of Directors to the Board, including the criteria
used to identify and evaluate potential new directors and channels used in searching for appropriate
candidate.
Provision 4.4 Pages 40 to 42
Where the Board considers a Director to be independent in spite of the existence of a relationship which

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may affect his or her independence, the nature of the Director’s relationship and the reasons for considering
him or her as independent should be disclosed.
Provision 4.5 Pages 14 to 18
The listed company directorships and principal commitments of each director, and where a director holds a Pages 217 to 219
significant number of such directorships and commitments, the NC’s and Board’s reasoned assessment of the
ability of the director to diligently discharge his or her duties are disclosed.
AD DI TI ONAL IN FORM AT ION

Provision 5.2 Page 44

How the assessments of the Board, its Board committees and each Director have been conducted, including
the identity of any facilitator and its connection, if any, with the Company or any of its Directors.
Provision 6.4 Pages 56 and 59
The engagement of any remuneration consultants and their independence.
Provision 8 Pages 58 to 63
Clear disclosure of remuneration policies, level and mix of remuneration, and procedure for setting
remuneration, and the relationship between remuneration, performance and value creation.

67
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Page reference in
Principles and provisions of the 2018 Code – Singtel Annual Report
Express disclosure requirements 2022

Provision 8.1 For the CEO and

The policy and criteria for setting remuneration, as well as names, amounts and breakdown of remuneration Management:
of (a) each individual director and the CEO; and (b) at least the top five key management personnel (who Pages 58 to 66
are not Directors or the CEO) in bands no wider than S$250,000 and in aggregate the total remuneration For non-executive
paid to these key management personnel. Directors:
Pages 54 to 58
Provision 8.2 Page 56
Names and remuneration of employees who are substantial shareholders of the Company, or are
immediate family members of a Director, the CEO or a substantial shareholder of the Company, and whose
remuneration exceeds S$100,000 during the year, in bands no wider than S$100,000. The disclosure
states clearly the employee’s relationship with the relevant director or the CEO or substantial shareholder.
Provision 8.3 For non-executive
All forms of remuneration and other payments and benefits, paid by the Company and its subsidiaries to Directors:
directors and key management personnel of the Company, and also discloses details of employee share Pages 54 to 58
schemes. For Key Management
personnel:
Pages 64 to 66
For employee share
schemes:
Pages 58 to 66
Provision 9.2 Page 50
Whether the Board has received assurance from (a) the CEO and the CFO that the financial records have
been properly maintained and the financial statements give true and fair view of the Company’s operations
and finances; and (b) the CEO and the other key management personnel who are responsible, regarding
the adequacy and effectiveness of the Company’s risk management and internal control systems.
Provision 10.1 Page 54
The Company publicly discloses, and clearly communicates to employees, the existence of a whistleblowing
policy and procedures for raising such concerns.
Provision 11.3 Page 37
Directors’ attendance at general meetings of shareholders held during the financial year.
Provision 12.1 Pages 52 and 69
The steps taken to solicit and understand the views of shareholders.
Provision 13.2 Page 52 and
The strategy and key areas of focus in relation to the management of stakeholder relationships during the Pages 79 to 84
reporting period.

68 Singapore Telecommunications Limited | Annual Report 2022