The corporatisation of NUS (the “University”) in April 2006 from a statutory board to a not-for-profit company limited by guarantee formed under the Companies Act (Cap. 50) of Singapore marked a new phase in its development. While corporatisation gives the University greater administrative and financial autonomy, it also calls for greater ownership and accountability, and a higher standard of corporate governance to safeguard the best interest of its stakeholders.

Creating and achieving a high standard of corporate governance structure with clear internal control systems, reporting and responsibility lines and procedures are essential for the University as it moves towards its vision to be the leading university in the global arena.

BOARD OF TRUSTEES At the helm in the decision making process of the University is the Board of Trustees (the “Board”) with 22 members appointed by the Minister for Education (the “Minister”). The Board is headed by the Chairman, Mr Wong Ngit Liong and comprises eminent and reputable academics, entrepreneurs, business leaders and professionals drawn from the public and private sectors. Each member is appointed on the strength of his/her calibre, experience, stature and ability to contribute to the effective decision making of the University, and brings with him/her valuable relationships and networking which are essential and strategic to the growth of the University. The profiles of the members are set out on pages 14 to 21 of this Annual Report.

All members of the Board, including the Chairman are non-executive with the exception of Professor Shih Choon Fong and Professor Tan Chorh Chuan, who are the President and Deputy President & Provost respectively of the University.

The Board is responsible for setting the strategic direction of the University, ensuring that it acts in the furtherance of its objectives in education and research, and that the funds and assets of the University are properly accounted for and safeguarded. The Board also approves the annual budget and supplemental budgets, and the annual audited financial statements of the University, amongst others.

In its oversight of the University, detailed consideration of the various issues and decision making process, the Board is supported by seven sub-committees, namely the Executive Committee (the “ExCo”), Audit Committee (the “AC”), Nominating Committee (the “NC”), Remuneration Committee (the “RC”), Investment Committee the “IVC”), Campus Planning and Development Committee (the “CPDC”), and Entrepreneurship Committee (the “EC”). Each sub-committee is governed and regulated by its own terms of reference which sets out the scope of its duties and responsibilities, rules and regulations, and procedures governing the manner in which the sub-committee is to operate and how decisions are to be taken. The membership of most of the sub-committees comprises entirely members of the Board. However, in certain sub-committees, non-Board members are coopted to provide expertise and add new perspectives to their activities.

The Chairman is responsible for effective functioning and decision making process of the Board, while the day-to-day management functions of the University are delegated to the President, supported by three Deputy Presidents.

The Board meets on a quarterly basis, and as and when required. To facilitate the convening of urgent adhoc Board meetings and to facilitate the participation by members of the Board or the sub-committees who are abroad, the Articles of Association of the University provides for the Board’s or sub-committees’ meetings to be held via conference telephone and videoconferencing. To further supplement the decision making process of the Board and the sub-committees, decisions are also obtained by way of circular resolutions in writing in lieu of physical meetings.

EXECUTIVE COMMITTEE The ExCo is chaired by Mr Wong Ngit Liong and comprises seven other members, namely Mr Hsieh Fu Hua, Mr Lee Tzu-Yang, Mr James Loh Sinn Yuk, Ms Olivia Lum Ooi Lin, LG Ng Yat Chung, Mr Chandra Mohan K Nair and Professor Shih Choon Fong.

The objectives of the ExCo are to assist the Board in its stewardship and oversight of the University, and to exercise such powers and/or functions on behalf of the Board on matters that have been specifically or from time to time delegated to it by the Board or referred to by the sub-committees. The ExCo is also tasked to, inter alia, oversee the financial affairs of the University, review the annual budget and supplemental budgets prior to submission to the Board, and also to approve the use of the University’s funds. In addition, the ExCo also approves the remuneration, terms and conditions of appointment and re-appointment and other forms of compensation and benefits of certain senior management staff of the University. The ExCo also decides on policies relating to donations and any fund raising activities of the University.

AUDIT COMMITTEE The AC, chaired by Mr Hsieh Fu Hua, comprises a total of seven other members namely, Mr Cheong Yip Seng, Mr Lucas Chow Wing Keung, Mr Paul Ma Kah Woh, Mr Chandra Mohan K Nair, LG Ng Yat Chung, Mr Wong Ah Long and Mr Goh Yew Lin.

The AC assists the Board in reviewing the adequacy and effectiveness of the internal control systems of the University (including financial, operational, compliance control, and management of financial risk), the financial reporting process, and the internal and external audit process. The AC recommends to the Board the appointment, re-appointment or removal of the external auditors subject to the approval of the Comptroller of Income Tax, and determines their remuneration, terms of engagement and independence. In addition, the AC is also tasked to review the annual financial statements of the University prior to submission to the Board.

The AC is given explicit authority to investigate any matter within its terms of reference, full access to and cooperation by management, full discretion to invite any member of the Board or executive officer to attend its meeting, and is provided with reasonable resources to enable it to discharge its functions properly, including the availability of legal and other professional advice. The AC also meets with the internal and external auditors without the presence of management at least once annually.

NOMINATING COMMITTEE The NC has a total of eight members, and is chaired by Mr Wong Ngit Liong. The membership comprises Mr Cheong Yip Seng, Mr Edward Alec D’Silva, Mr Hsieh Fu Hua, Mr Lee Tzu-Yang, Mr Chandra Mohan K Nair, Mr Philip Ng Chee Tat and Mr Lucien Wong Yuen Kuai. The NC is entrusted to develop and maintain a formal and transparent framework for the nominations and re-nominations of members of the Board.

The NC is responsible for formally assessing the effectiveness of the Board as a whole and the contributions and performance of each individual member. It is also responsible for determining a suitable size of the Board which facilitates effective decision making and in identifying the skills mix, qualities and experiences that the Board requires to function competently and efficiently. The NC will also undertake a periodic review of the independence of each individual Board member to ensure that the decision making process of the Board will not be affected by any lack of independence.

REMUNERATION COMMITTEE The RC comprises a total of eight members. Chaired by Mr Wong Ngit Liong, the other members of the RC include Ms Chang Hwee Nee, Mr Lucas Chow Wing Keung, Mr Lee Tzu-Yang, LG Ng Yat Chung, Professor Olaf Kübler, Mr Wong Ah Long and Madam Halimah Yacob.

The RC is responsible for providing independent advice to the Board on matters relating to executive remuneration. It is also responsible for making recommendations to the Board on the appointments of President and Provost. The RC also approves the appointment and re-appointment of other senior management and academic staff (including appointment to full professorship), and have oversight of their compensation.

INVESTMENT COMMITTEE The IVC is chaired by Mr James Loh Sinn Yuk and has a total of eight other members namely, Ms Elim Chew Soo Gim, Mr Philip Ng Chee Tat, Professor Shih Choon Fong, Mr Wong Ah Long, Dr Chia Tai Tee, Mr Michael Lien, Dr Ong Hung Guan and Ms Amy Yip.

The main objective of the IVC is to assist the ExCo in managing the University’s funds in order to generate a consistent stream of income to support the activities of the University as a public institution of higher learning.

The IVC sets out the long term investment objectives for the investment of the funds and ensures that the overall level of risk taken commensurate with the returns from the funds. It also develops an asset allocation mix and investment strategy designed to achieve the investment goals and objectives of the University, and policies and procedures to safeguard the funds. The IVC is also responsible for reviewing and monitoring the University’s investment policies, controls and processes, and any violation of investment policy and to undertake such appropriate remedial or corrective actions. The IVC has oversight of the selection, appointment and termination of investment consultants, fund managers and advisors and will undertake periodic review of the investment returns against appropriate performance benchmarks and conduct regular review of the progress of the funds.

CAMPUS PLANNING AND DEVELOPMENT COMMITTEE The CPDC comprises a total of eight members. Chaired by LG Ng Yat Chung, the other members of the CPDC include Ms Chang Hwee Nee, Mr Edward Alec D’Silva, Professor Olaf Kübler, Mr Paul Ma Kah Woh, Mr Philip Ng Chee Tat, Professor Shih Choon Fong and Mr Lucien Wong Yuen Kuai.

The CPDC has oversight of the strategic planning and development of the University’s land and buildings. It also advises the Board on policies relating to the planning and development of physical infrastructure of the University and undertakes periodic review on the implementation of the Campus Master Plan (the “Master Plan”) to ensure that the Master Plan supports the short and long term strategic directions of the University. The CPDC is also responsible for making recommendations to the Board on the annual capital budget and providing advice on the development options of the University’s properties and procurement of consultants/contractors.

ENTREPRENEURSHIP COMMITTEE The EC is chaired by Ms Olivia Lum Ooi Lin and comprises a total of eight other members namely Ms Elim Chew Soo Gim, Mr Lucas Chow Wing Keung, Mr Edward Alec D’Silva, Mr James Loh Sinn Yuk, Professor Tan Chorh Chuan, Mr Siew Wing Keong, Mr Tay Wui Kian and Mr Kenny Yap.

The main objective of the EC is to oversee the strategic directions, approve strategies and endorse policies to foster entrepreneurship and industry involvement in the University. It is also responsible for providing broad strategic directions for the promotion of entrepreneurial activities and university/industry interactions. The EC also approves strategies, policies, work plans and key performance indicators of the University’s enterprise cluster and also provides industry perspective to its strategies and policies, and reviews and approves its governance policies and procedures.