Governance

Sembcorp Marine believes that high standards of corporate governance are essential in sustaining the Group's businesses and performance.

Committed to this belief, we place a strong emphasis on the professionalism, integrity and commitment of our people and put in place a sound system of policies, practices and internal controls across the Group.

The Group’s governance principles, framework and practices are regularly reviewed to ensure that they remain relevant.

 

 


Code of Corporate Governance

To enhance corporate performance and accountability, corporate governance principles are embedded in Sembcorp Marine’s corporate culture. The Group’s corporate culture is anchored on (i) effective leadership, (ii) robust internal controls and (iii) a set of core values.

The Group adopts corporate governance practices which are in conformity with the Code of Corporate Governance 2012 issued by the Singapore Exchange Securities Trading Limited. Details of compliance in all material aspects with the principles and guidelines set out in the Code and more details can be found in the latest Corporate Governance report.

Sembcorp Marine’s commitment to corporate responsibility is described in its Code of Business Conduct, which provides specific guiding principles for employee conduct, in line with the company’s core values and corporate governance policies.

 

Learn more about our corporate governance practices here

 

Board Committees

Sembcorp Marine has several Board Committees which assist in the discharge of the Board’s responsibilities:

  • AUDIT COMMITTEE

    Mr Ron Foo Siang Guan, (Chairman), Non-executive, independent director
    Mr Eric Ang Teik Lim, Non-executive, independent director
    Mr Koh Chiap Khiong, Non-executive, non-independent director
    Mr Patrick Daniel, Non-executive, independent director

  • BOARD RISK COMMITTEE

    Mr Bob Tan Beng Hai (Chairman), Non-executive, independent director
    Mr Ron Foo Siang Guan, Non-executive, independent director
    Mr William Tan Seng Koon, Non-executive, independent director
    Mr Eric Ang Teik Lim, Non-executive, independent director
    Mrs Gina Lee-Wan, Non-executive, independent director

  • EXECUTIVE COMMITTEE

    Tan Sri Mohd Hassan Marican (Chairman), Non-executive, independent director
    Mr Bob Tan Beng Hai, Non-executive, independent director
    Mr William Tan Seng Koon, Non-executive, independent director
    Mr Neil McGregor, Non-executive, non-independent director
    Mr Wong Weng Sun, Executive, non-independent director

  •  EXECUTIVE RESOURCE & COMPENSATION COMMITTEE

    Tan Sri Mohd Hassan Marican (Chairman), Non-executive, independent director
    Mr Eric Ang Teik Lim, Non-executive, independent director
    Mr William Tan Seng Koon, Non-executive, independent director
    Mr Patrick Daniel, Non-executive, independent director

  • NOMINATING COMMITTEE

    Tan Sri Mohd Hassan Marican (Chairman), Non-executive, independent director
    Mr Eric Ang Teik Lim, Non-executive, independent director
    Mr William Tan Seng Koon, Non-executive, independent director

  • SPECIAL COMMITTEE

    Mr Bob Tan Beng Hai (Chairman), Non-executive, independent director
    Tan Sri Mohd Hassan Marican, Non-executive, independent director
    Mrs Gina Lee-Wan, Non-executive, independent director
    Mr Koh Chiap Khiong, Non-executive, non-independent director

For more information on our Board of Directors, please click here.

 

Enterprise Risk Management

Risk management is an integral part of Sembcorp Marine’s business, both at the strategic and operational levels. Sembcorp Marine adopts an enterprise risk management (ERM) framework which comprises systems of risk management and internal controls and related risk policies, procedures, processes and limits. The framework is regularly reviewed and improved to assist the Group in identifying, assessing and managing its key risks.

The Board delegates its risk oversight responsibility to the Board Risk Committee,  which is supported by the ERM Committee and the ERM sub-committees.

Sembcorp Marine adopts a balanced approach to risk management and categorises the risk environment into six pillars, reflecting the risk profile most relevant to its business and operating environment. The risk profile is updated regularly by reviewing the Sembcorp Marine Risk Map, which defines specific sub-risk areas under each of the six pillars, including material topics covered under “Fraud / Bribery and Corruption”, “Community Investment and Philanthropy”, “Ecology”, “Health, Safety and Environment”, etc. Key risks are identified and assessed for inherent impact and likelihood, factoring in external influences as well as internal control measures to ascertain the resultant risk level.

For more information on the Group’s ERM framework and the key risks faced by the Group, please click here.

Business Ethics & Integrity 

Sembcorp Marine has in place anti-bribery compliance and fraud risk management policies to ensure high standards of corporate governance and business integrity. These policies are communicated across the Group’s global operations to its business partners including customers, suppliers and contractors. Training sessions are also conducted to educate employees on the related topics.

Further augmenting this framework is the established Group-wide whistle-blowing policy and procedure, which provides an avenue for employees and external parties to raise concerns about possible improprieties in confidence for independent investigation. Sembcorp Marine also carries out periodic audits to ensure regulatory compliance as well as the continued effectiveness and adequacy of internal controls in the prevention of bribery, corruption and fraud.

Anti-Bribery Compliance Policy
Fraud Risk Management Policy
Whistle Blowing Policy

  • ANTI-BRIBERY COMPLIANCE POLICY

    Sembcorp Marine adopts a zero tolerance approach towards bribery and corruption. The Group, its subsidiaries and associated companies are committed to conducting business in a professional, fair and ethical manner. Any acts to obtain an unfair advantage through bribery or corruption by employees or third-party representatives, including agents, consultants, distributors, teaming partners, contractors, joint-venture partners and vendors that represent the Group, will not be condoned.

    The Group has in place an anti-bribery policy that provides standards of conduct for employees and third-party representatives to ensure that all business dealings are conducted with integrity and in compliance with anti-bribery and corruption laws. Such laws include the Prevention of Corruption Act in Singapore (Chapter 241), the Foreign Corrupt Practices Act in the United States, the Bribery Act 2010 in the United Kingdom, and laws enacted pursuant to the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions adopted by member states of the OECD Convention.

    Under the policy, employees and third-party representatives are not allowed to give, promise, offer, or authorise the giving of anything of value, either directly or indirectly, to a government official or other covered individual, for the purpose of influencing any act or decision of such a person to secure an improper advantage or to otherwise obtain or retain business for the Group. Any breach of this policy is considered a serious violation which may result in disciplinary action or termination of the business relationship with a third-party representative who violates this policy.

    The provision of incidental routine business courtesy is to be kept at a level that is commensurate with the reasonable and proportionate norms for the industry. The Group will also conform to the relevant local legislations and regulations in countries where it has business presence. All gifts, entertainment and hospitality given to customers and other outside parties are required to be properly accounted for and recorded.

    Employees must ensure that all expense claims relating to hospitality, gifts or entertainment expenses incurred are submitted to ensure accountability. All accounts, invoices, memoranda and other documents and records relating to dealings with external parties should be prepared and maintained with strict accuracy and completeness.

  • FRAUD RISK MANAGEMENT POLICY

    Sembcorp Marine adopts a holistic approach to address the risk of fraud. The Group has in place a fraud risk governance framework and related policies and procedures to prevent, detect and respond to incidents of fraud. This programme is reviewed at least annually and revised to meet the changing needs of the Group.

    Acts of fraud committed by employees or parties to gain dishonest or unfair benefits for themselves or related parties to the detriment of the Group are strictly not tolerated. The perpetrators may face consequences such as disciplinary warnings, termination of employment or other contractual relationship, and be reported to the appropriate law enforcement or regulatory body.

    Fraud risk assessment, fraud communication and training, background and due diligence checks are some of the preventive measures taken by the Group. To detect fraud, both internal and external audits are performed, as well as process controls such as reconciliation, physical counts and data analysis. Another effective detective measure is the whistle-blow channel. For confirmed cases of fraud or corruption, disclosure will be made to the appropriate bodies such as SGX, SPF, CPIB etc. Where control deficiencies are uncovered in the investigation process, remediation actions will be taken.

    The Group requires all books, records and accounts be kept to accurately and fairly reflect all transactions and disposition of assets. Internal controls are also implemented to provide reasonable assurance that transactions are carried out in compliance with applicable Group policies. False, misleading, incomplete, inaccurate or artificial entries in the Group’s books and records are strictly prohibited.

  • WHISTLE BLOWING POLICY
    1. Complaint by any person of possible improprieties in matters of financial reporting or other matters is directed to the Sembcorp Marine Ltd (“SCM” or the “Company”) Audit Committee (“AC”). Whistle blow complaints are carefully considered and investigated under the oversight of the AC.
    2. Improprieties refer to actions, misconducts or infringements / non-compliance that are likely to or have resulted in loss of reputation, assets, and/or misstatements of financial results, and/or negative impacts to the businesses / operations of the Group.  Examples of possible improprieties include:
      • Non-compliance with SCM’s policies or code of conduct
      • Fraudulent acts or misappropriation / misuse of company assets
      • Non-disclosure of conflict of interest / abuse of authority
      • Inappropriate acts or inadequate controls that may cause financial loss or damage to the reputation of SCM
      • Fraud against investors and regulatory authorities
      • Acts or omissions that are likely to or do deceive or mislead internal or external auditors or accountants relating to the preparation or audit of SCM’s records or financial statements.
    3. SCM does not condone any retaliatory action taken against any complainant that has filed any complaint alleging possible improprieties nor does it condone complaints made maliciously, in bad faith, or otherwise in abuse of the whistle-blowing system, and will undertake remedial actions as appropriate.
    4. The identity of a complainant and the information provided, so disclosed, shall be kept confidential. The AC shall deploy their best efforts to keep the identity of any complainant and the information provided confidential, save where:
      1. the identity of the complainant and the information provided, in the opinion of the AC, are required on a confidential basis by a party appointed by the AC to carry out an investigation or by professionals engaged to advise on the complaint. The written permission of the complainant who has disclosed his/her identity shall be obtained prior to the release of his/her identity to facilitate the investigation or for the purpose of obtaining professional advice;
      2. it is required by law, order or direction of any court, regulatory body or stock exchange, or the information is provided to the relevant authority for criminal investigation.
    5. The policy and procedures herein shall be read in conjunction with relevant laws, regulations, rules, directives or guidelines on the receipt, retention and treatment of complaints governed by this policy.
    6. This policy is reviewed annually to ensure that it remains relevant and effective.

Fair Communication with Shareholders

The Company is committed to disclosing accurate and timely information that is material, or that may influence the price of Sembcorp Marine’s shares, on the SGXNET and on the corporate website to shareholders, analysts and other stakeholders. It does not practise selective disclosure of price-sensitive information.

General meetings are the principal forum for dialogue with shareholders. There is a question and answer session during which shareholders may raise questions or share their views regarding the proposed resolutions and the Company’s business and affairs. The quarterly and full-year results announcements provide financial and other performance information of the Company as a whole as well as by business segments. This allows shareholders to gain better insight into the earnings drivers within Sembcorp Marine.

The earnings results are first released via SGXNet and posted on the SGX-ST website. Management then holds a face-to-face briefing to address media and analyst queries for the full-year and half-yearly financial results. For the first and third quarter results, Management holds a teleconference meeting with the analysts. Materials used at the briefing are made available on SGXNet and on the Company’s website here. In addition, investor relations and corporate communications personnel are available by email or telephone to answer questions from shareholders, media and analysts at any time as long as the information requested does not conflict with the SGX-ST’s rules of fair disclosure.

 

 Read about our investor relations practices here 

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