The Board of Directors of ECICS Limited (the "Company") is committed to maintaining high standards of corporate governance in the Company in order to protect the interests of its shareholders.
As a Singapore incorporated insurer, the Company is guided in its corporate governance practices by the Insurance (Corporate Governance) Regulations 2013 and the Guidelines on Corporate Governance for Financial Holding Companies, Banks, Direct Insurers, Reinsurers and Captive Insurers which are incorporated in Singapore.
The Board oversees the businesses and affairs of the Company, sets the Company's overall strategic direction and long-term objectives, reviews the Company's operational and financial performance, reviews the performance of management, and provides oversight to ensure a proper framework of internal control and risk management is in place.
|Lim Hua Min||Non-Executive, Chairman|
|Lim Wah Tong||Non-Executive|
|Ng Choon Tiang, Andrew||Non-Executive|
The Company has put in place a formal process for the selection of new directors and principal officer. In assessing a potential candidate, the Board would take into account factors such as the candidate's integrity and reputation, attributes, capabilities, qualifications and past experience as well as the factors for assessment of the fit and proper criteria under MAS Guidelines on Fit and Proper Criteria.
The Chairman is a Non-Executive Director and is primarily responsible for the workings of the Board. As Chairman of the Board, he leads the Board in its discussions and deliberation, facilitates effective contribution by Non-Executive Directors and exercises control over the timeliness of information flow between the Board and management. The Chief Executive Officer manages the business of the Company, implements the Board's decisions and is responsible for the day-to-day operations of the Company.
The Company's remuneration policy is directed towards the attraction, retention and motivation of talent to achieve the Company's business objective. The remuneration framework seeks to reward based on high performance within an appropriate overall risk management framework. Hence, the Company subscribes to linking executive remuneration to corporate and individual performance, hence the remuneration framework ensures that rewards and incentives relate directly to the performance of individuals, the operations and functions in which they work for which they are responsible, and the overall performance of the Company. The remuneration framework is approved by the Board and reviewed annually.
The Board oversees the internal controls and risk management of the Company and reviews the adequacy and effectiveness of the risk management and internal control system that includes financial, operational, compliance and information technology controls established by management, with the assistance of the internal and external auditors. Any significant internal control weaknesses noted during their audits are highlighted to the Board and the internal auditors assist in monitoring that necessary actions are taken by management. The Company's internal audit function is provided by its holding company's Internal Audit Department ("Group Audit"). The Group Audit performs its internal audit function according to the International Standards for the Professional Practice of Internal Auditing set by the Institute of Internal Auditors.
The Company has put in place an enterprise risk management framework which sets out a holistic and structured approach to dealing enterprise risk management, fraud risk management and other risk issues.
Management is responsible for maintaining a sound system of risk management and internal controls. Risk assessment and evaluation is an ongoing process which forms an integral part of the Company's business cycle. Management is guided by the risk tolerance approved by the Board in managing the risks of the Company. Regular risk reviews and assessments are conducted to constantly update the system of internal controls to effectively mitigate the risks to an acceptable level.
The Company's operating units are aware of their responsibilities for the internal control systems and the role they play in ensuring that the financial results are properly stated in accordance with statutory requirements and the Company's policies. The Company has also conducted control self assessment workshops or surveys for the various business units, functions or processes as part of the risk management and evaluation process to review the key risks of the Company and the internal controls in place to manage or mitigate those risks.
The Board notes that all internal control systems contain its inherent limitations and no system of internal controls can provide absolute assurance against the occurrence of material errors, poor judgement in decision-making, human error, losses, fraud or other irregularities. Hence, the system of internal controls can only provide reasonable, but not absolute, assurance against material financial misstatement or loss.
The Investment Policy sets forth the basic principles that govern the effectively oversight, supervision, monitoring and evaluation of the investment and asset-liability management functions for the Company's insurance funds and the shareholders' fund.The Policy is aligned with the MAS Notice 125 and has been formally set forth to:
Establish the oversight responsibilities of the Board and Senior Management and to establish an Investment Committee to carry out the investment and asset-liability management activities in accordance with this Policy.
Establish the investment goals and objectives including: the permitted asset classes, investment management styles, asset-liability management, asset allocations, overall risk tolerance and total long term risk-return requirements and solvency position.
Provide guidance and limitations on the activities to achieve sufficient levels of overall diversification, investment risk management, cash inflows and funding versus liability cashflows requirement, liquidity within the portfolio, so that all assets are managed in accordance with the long-term objectives.
ECICS Board of Directors has fiduciary responsibility to ensure that the investment activities are carried out without compromising the interest of policy owners and relevant stakeholders
ECICS Board of Directors delegates its authority over its investment activities to the Investment Committee to carry out the investment and asset-liability management activities in accordance with this Policy.
Review the Policy on a regular basis so that it remains appropriate, recognizing among other things, changes in the business and economic environment and ensure that it is consistent with the asset-liability management strategies required to support any new and existing products.
Report any and all investment activities and decisions of material consequences regularly (at least quarterly) to the Board. In particular, report to the Board within two weeks, any investment-related activity of material consequence arises, with details of the various issues and the impact on the funds and ECICS.
Ensure risk management and internal controls are appropriate and adequate to support the investment activities.
Ensure that resources dedicated to the investment activities and asset-liability management are sufficient to implement and manage this Policy and any other activities requested by the Board.
The Investment Committee determines the board investment policy and strategic asset allocation decisions. It meets every fortnightly to review the following issues:
The Investment Committee's primary responsibilities are to review the appropriateness of the asset structure for the insurance funds and shareholders' fund; decide on suitable changes to be made to the asset allocation.
The Company invests in equities and corporate debts that are offering attractive return or good investment value. In corporate debts, the emphasis is attractive long-term yield at acceptable credit quality. The aim is to provide a stable stream of positive income on the respective investment portfolios.
Strategic asset allocation and long-term target rates of return on investment are determined by taking into account our asset-liability structure and time horizon, overall risk tolerance and performance expectations as well as solvency position.
Risk tolerance is mainly a function of the products we underwrite and the surpluses in the funds, influenced by the market conditions and opportunities.
On a year-to-year basis, ECICS set a target return and target asset allocation for the year. These take into consideration prevailing and expected market outlook, the surpluses in the funds and investment opportunities available. The Investment Committee shall table the annual strategic asset allocation to the Board for approval.
All ALM requirements shall be covered by fixed income securities designated at Held-to-Maturity at date of purchase. Any surplus funds in excess of the ALM and liquidity requirements shall be managed in accordance with the strategic asset allocation and to achieve the overall objective of achieving longterm growth of capital with capital preservation.
Prohibited investments include, but are not limited to derivative instrument except where such derivative instruments such as rights, warrants are acquired as a result of entitlement arising from equity shareholdings.
The main focus of investment risk management is to ensure solvency of the insurance funds, taking into account the impact of market and other risks on assets and liabilities.The risk management framework covers the following types of risks are actively managed:
ECICS' Enterprise Risk Management Policy was approved by the ECICS Board of Directors and is in line with the requirements of MAS Notice 126 on Enterprise Risk Management for Insurers (effective 1 January 2014).
Through ERM, an insurer can form a prospective view of its risk profile and capital needs, thus enabling appropriate planning of its business strategy, risk management and capital allocation. Ultimately, this is to achieve financial efficiency and adequate protection of policy-holders. This is to be achieved through ORSA (Own Risk and Solvency Assessment) in which there is continuous feedback on the risks identified and ongoing assessment of their impact on capital and liquidity.
The rationale behind the periodic review of ORSA is to consider the impact of business written on regulatory capital (eventually, economic capital) and contingency plans for financial resources (including recapitalization).