Corporate Governance

Board Duties

The UOB Board views good corporate governance as fundamental to the creation, protection and enhancement of the value of the Bank, and to achieving sustainable growth.

The Board is responsible for:

  • providing strategic direction, entrepreneurial leadership and guidance;
  • approving business plans and annual budgets;
  • ensuring that financial statements are true and fair;
  • monitoring financial performance;
  • determining capital/debt structure;
  • setting dividend policy and declaring dividends;
  • approving major acquisitions and divestments;
  • reviewing risk management framework and system;
  • overseeing the performance of Management;
  • setting company values and standards;
  • considering sustainability issues in formulating strategies;
  • overseeing the management and monitoring of environmental, social and governance factors that are material to the business; and
  • ensuring succession planning.

The Board has established five Board Committees to perform certain duties. They are the Audit Committee, Board Risk Management Committee, Executive Committee, Nominating Committee and Remuneration and Human Capital Committee.

More information on UOB's corporate governance can be found in the UOB Annual Report.

UOB Constitution

Click here for the Constitution of UOB.

Additional Information

Board Committees-

Audit Committee (AC)

The AC oversees matters relating to the following:

  • financial statements and quality of, and any significant change in, accounting policies and practices;
  • adequacy and effectiveness of internal accounting control systems and material internal controls;
  • appointment, re-appointment, evaluation and remuneration of the external auditor, and plans, reports and results of external audit;
  • appointment, evaluation, remuneration and resignation of the Head of Group Audit;
  • adequacy and effectiveness of the internal audit function, including plans, reports and results of internal audit;
  • policies and procedures for handling fraud and whistleblowing cases; and
  • interested person transactions and material related party transactions.

Board Risk Management Committee (BRMC)

The BRMC oversees risk management matters, including the following:

  • establishment and operation of a robust and independent risk management system to identify, measure, monitor, control and report risks on an enterprise-wide basis;
  • adequacy of the risk management function’s resources;
  • adequacy and effectiveness of the risk management system;
  • review of the overall risk profile and the compliance with risk appetite, risk limits and risk-return strategy;
  • establishment of risk measurement models and approaches;
  • review and approval of credit policies;
  • approval of credit facilities within its limits;
  • appropriateness of the remuneration and incentive structure; and
  • appointment, remuneration and resignation of the Chief Risk Officer.

Executive Committee (EXCO)

The EXCO’s responsibilities are to:

  • assist the Board in providing strategic direction to the Bank and oversight of the Bank’s strategic plan and implementation;
  • review medium- and long-term strategic plan and oversee Management’s performance in relation to the strategy;
  • review, endorse and recommend the Bank’s business plans, budget as well as capital and debt structure in relation to the strategy;
  • review the Bank’s financial and operational performance in relation to the approved budget;
  • consider sustainability issues in formulating strategies and oversee the management and monitoring of environmental, social and governance factors that are material to the business; and
  • deliberate on strategic matters which require Board review between Board meetings.

Nominating Committee (NC)

The main responsibilities of the NC are to:

  • assess the independence of directors;
  • review the size and composition of the Board and Board Committees;
  • assess the performance of the Board and Board Committees and each director;
  • recommend the appointment and re-election of directors;
  • implement a programme for the continuous development of directors;
  • review the nominations and reasons for resignations of key management appointment holders including the Chief Executive Officer, Chief Financial Officer and Chief Risk Officer; and
  • perform succession planning for the Board and Senior Management.

Remuneration and Human Capital Committee (RHCC)

The RHCC’s main responsibilities are to:

  • establish policies and frameworks for recruitment and retention of talent, human capital development and performance assessment;
  • oversee talent management and succession planning to ensure that there is a pipeline of leaders for Senior Management; and
  • determine a level and structure of remuneration for the directors and employees.

Please click here for the composition of each committee.

Whistle-Blowing Policy+

The Bank has a whistleblowing policy which provides for access to well-defined channels for any individual to report in good faith, without fear of reprisal, any suspected wrongdoing to the Head of Group Audit, Chairman of the Audit Committee, CEO or Chairman of the Board.

Reports may be sent to the Head of Group Audit at United Overseas Bank Limited, 396 Alexandra Road, #03-09, Singapore 119954. All reports received are accorded confidentiality and investigated independently by Group Audit, the administrator of the whistleblowing policy. Group Audit submits regular updates on whistleblowing reports received to the Audit Committee.

Securities Dealing+

The Bank has a code on dealing in securities. The code requires directors and employees to comply with applicable laws on insider dealings at all times and prohibits dealings in the Bank's securities:

  • on short-term considerations;
  • during the period commencing two weeks before the announcement of the Bank's financial statements for each of the first three quarters of the financial year and one month before the announcement of the Bank's full-year financial statements; and
  • whenever they are in possession of price-sensitive information

Directors and employees are informed of the prohibited dealing periods. The Bank does not deal in its securities during the prohibited dealing periods.

Investor Relations Policy+

Principles Of Engagement With Investment Community

1. Purpose

  1. 1.1 The Group Investor Relations ("IR") Policy seeks to:-
  1. promote regular, effective and fair communication with the shareholders; shareholders proxy voting agencies; equity, fixed-income and ESG-focused1 analysts and investors; and credit rating agencies ("investment community");
  2. regularly convey pertinent information to shareholders in a fair, clear and timely manner.

1 ESG-focused analysts and investors are those who assess a company's risks, opportunities and capabilities from an Environmental, Social and Governance perspective.

2. Dissemination of Information

  1. 2.1 Senior Management and/or the Board shall provide timely, accurate and pertinent information about the UOB Group in accordance with Singapore Exchange Securities Trading Limited ("SGX-ST") listing requirements and Code Guideline 15.1.
  2. 2.2 All material, price-sensitive announcements will be made via the SGXNET and where applicable, other channels, including the UOB website.
  3. 2.3 All Business Units ("BUs") should inform Group IR Division as soon as they are aware of any material information. Group IR Division will then consult Group Secretariat on the need to release such information on SGXNET.

3. No Selective Disclosure

  1. 3.1 If material non-public information is released inadvertently in any forum, BUs shall immediately inform Group IR Division, who will consult Group Secretariat on a release of the same information via SGXNET.
  2. 3.2 Any prepared information (such as presentation slides) intended for briefings and meetings must first be released on the SGXNET. First-half and full-year results briefings are recorded live and made available to the public via the UOB website.

4. "Quiet/Blackout" Period

  1. 4.1 All staff should not comment in any way on the status of the UOB Group's or Bank's current quarter's financials and operations nor allude to earning estimates, during the "quiet/blackout" periods.
  2. 4.2 "Quiet/blackout" periods are one month before the announcement of the Group's full-year results and two weeks before each of the first-, second- and thirdquarter's results.

5. Management's Communication with Investment Community

  1. 5.1 Group CEO and/or such other person as authorised by him shall meet with investors and analysts on a regular basis and hold investor road shows or briefings, as appropriate.
  2. 5.2 The Group IR Division Head or his/her delegate(s) should be present either in person or by teleconference at all meetings with investors and analysts.
  3. 5.3 Communications with the investment community by BUs shall only be through the Group IR Division and with the concurrence of the Group IR Division Head. Any request for meetings/teleconferences received by BUs directly from the investment community should be redirected to the Group IR Division for followup. Group IR Division shall keep a record of all meetings/teleconferences with the investment community on a Group level.
ASEAN Corporate Governance Scorecard 2018+