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corporate governance

     The Committees operate based on the principle of delegated authority from the Board and are required to observe their
     respective Terms of Reference as set by the Board. The Terms of Reference of each of these Committees set out the
     role, powers and rules applicable to these Committees. Where necessary, non-Board members who have expertise
     in their respective fields are also co-opted to enhance the deliberations and decision-making process of some of the
     Board Committees.

     University Leadership

     The President is the University’s Chief Executive Officer as well as its academic and administrative head. He is accountable
     to the Board for the conduct, coordination and quality of all of NTU’s programmes and for their future development. He
     has the authority to perform all acts that are necessary to give effect to the policies and statutes of the Board.

     The Provost is the Chief Academic and Budget Officer of the University appointed by the President with the approval
     of the Board of Trustees. The Provost is responsible for the University’s academic endeavours and development. This
     includes graduate and undergraduate education, research, faculty development, student life, external academic liaison
     and coordination of supporting administrative efforts. He deputises for the President in his absence.

     Policies to Manage Conflict of Interest

     Members of the Board of Trustees and staff are required in their respective capacities to act at all times in the best
     interest of the University. Clear policies and procedures are designed to prevent and address potential conflict-of-interest
     situations while promoting ethical business conduct of faculty and staff.

     Trustees have a fiduciary duty not to allow themselves to get into a position where there is a conflict between what
     they ought to do for NTU and what they might do for themselves. The NTU Board of Trustees subscribes to a code of
     conduct to uphold a high standard of integrity and commitment in serving the University and in the event of a conflict
     of interest, members of the Board shall recuse themselves from decisions where such a conflict exists.

     In addition, NTU’s Constitution contains provisions for the management and avoidance of conflicts of interest by members
     of its Board of Trustees. Such provisions include (a) permitting a Board member to be interested in any transaction
     with NTU provided that the member has declared the nature of the interest to the Board of Trustees and abstains from
     participating in the Board’s decision in respect of the transaction concerned, (b) permitting a Board member, or a firm
     associated with the member, to act in any professional capacity for the University and to be remunerated for professional
     services as if the Board member was not a Trustee, and (c) permitting a Board member to be reimbursed for out-of-
     pocket expenses, travelling and other expenses properly incurred by the Board member in attending and returning
     from meetings of the Board of Trustees, any of its committees, or any general meeting of the University or otherwise
     in connection with the affairs of the University. NTU’s Constitution expressly stipulates that Board members shall not
     receive any remuneration for services rendered by them as members of the Board of Trustees.

     Under the University Code of Conduct, faculty and staff owe their primary professional allegiance to the University. To
     protect the University and its mission, all faculty and staff must comply with policies on conflict of interest as laid down
     from time to time. The current Policy requires faculty and staff to ensure that their private activities and interests do not
     conflict with their professional obligations to the University. They should take care to avoid conflict between their own
     personal interests and the interests of the University and should avoid or withdraw from situations where there may be
     a perception of such conflict. Where there is potential violation of the Policy, the faculty or staff shall fully and frankly
     disclose the nature and extent of their interest to the University as soon as possible.

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