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Governance Framework continuedTemasek Board and CommitteesOur Board comprised 10 members as at 31 March 2011, a majority of whomare non-executive independent private sector business leaders. They bringrelevant experience from the private sector and industry to our deliberations.Our Board provides overall guidance and policy directions to ourmanagement. Each year, the Board is scheduled to meet for twodays each quarter. The Board will meet more often when necessary.Six Board meetings were held during the year ended 31 March 2011.Specific authority has been delegated to various Board committees:• Executive Committee (EXCO)• Audit Committee (AC)• Leadership Development & Compensation Committee (LDCC)Each committee is chaired by a non-executive Director who is independentof management.On the recommendation of the AC, our Board approves the annual auditedstatutory accounts prior to submission to the shareholder for adoption at theAnnual General Meeting.During the year, the AC approved amendments to the Whistle BlowingPolicy.Board and Committee Processes and DecisionsBoard members may participate in meetings via telephone or videoconference.Decisions at Board and Committee meetings are based on asimple majority of the votes. In the case of a tied vote, the Chairman has asecond or casting vote. Where a Board resolution is obtained via circulation,the resolution becomes effective upon approval by at least two thirds ofour Board.Board memberswith intereststhat may conflictwith specificTemasek interestsare recused.Board members with interests that may conflict with specific Temasekinterests are recused from the relevant information flow, deliberationsand decisions.Quarterly Board meetings include Executive Sessions for the non-executiveDirectors to meet without the presence of management. The annual CEOsuccession review is part of these deliberations.46 Temasek Review 2011