|The Board should meet regularly and as warranted by particular circumstances, as deemed appropriate by the board members. Companies are encouraged to amend their Articles of Association (or other constitutive documents) to provide for telephonic and video-conference meetings. The number of meetings of the Board and board committees held in the year, as well as the attendance of every board member at these meetings, should be disclosed in the company's Annual Report.|
This Guideline covers the frequency, medium and disclosures required of Board meetings.
- Frequency. Boards and Board Committees should meet regularly with a clear schedule that is set out in advance, and as warranted by circumstances such as corporate transactions and crisis.
- Medium. Ideally, each member should attend every meeting. If he is not able to be physically present, electronic communication platforms such as telephonic and video-conferencing can be used provided the company’s constitution specifically allows for it.
- Disclosures. The attendance of each member of the Board and Board Committees at their respective meetings must be disclosed in the annual report. Investors may view a director’s attendance record as an indication of his commitment and contributions to the Board.
Minutes of Board meetings are important as they document the decision-making process and how the final decision was eventually reached. Good Board minutes should reflect that the Board had raised and considered all relevant and pertinent issues in relation to the matter in question. Any “sanitisation” of the information should be kept to the minimum, and all records should reflect both the original positions and subsequent changes, if any.
B. SGX Disclosure Guide
C. Related Rules and Regulations
- Section 387A(1) of the Companies Act: Electronic Transmission of Notices of Meetings
- Section 387C(1) of the Companies Act: Electronic Transmission in Accordance with Constitution, etc.
D. CG Guides
- NC Guide 1.3: Terms of Reference [NC Composition].
- NC Guide 2.2: NC Calendar [NC Agenda].
- NC Guide 2.3: Meeting Agenda [NC Agenda].
- NC Guide 2.4: Conduct of Meeting [NC Agenda].
- NC Guide Appendix 2C: Sample NC Calendar [NC Agenda].
- RC Guide 1.3: Terms of Reference [RC Composition].
- RC Guide 2.2: RC Calendar [RC Agenda].
- RC Guide 2.3: Meeting Agenda [RC Agenda].
- RC Guide 2.4: Conduct of Meeting [RC Agenda].
- RC Guide Appendix 2C: Sample RC Calendar [RC Agenda].
- AC Guide 1.3: Terms of Reference [AC Composition].
- AC Guide 2.2: AC Calendar [AC Agenda].
- AC Guide 2.3: Meeting Agenda [AC Agenda].
- AC Guide 2.4: Conduct of Meeting [AC Agenda].
- Board Guide 2.3: Terms of Reference [Board Composition].
- Board Guide 3.2: Board Calendar [Board Agenda].
- Board Guide 3.3: Meeting Agenda [Board Agenda].
- Board Guide 3.5: Conduct of Board Meetings [Board Agenda].
- BRC Guide 1.5: Terms of Reference [BRC Composition].
- BRC Guide 2.2: BRC Calendar [BRC Agenda].
- BRC Guide 2.3: Meeting Agenda [BRC Agenda].
- BRC Guide 2.4: Conduct of Meeting [BRC Agenda].
E. Related Articles
- “Your first Board meeting” by Michael Gray. (48KB)
- “Strategy: more than a Board game” by Wilson Chew. (290KB)
- “The virtual Boardroom – making it a reality” by Greg Unsworth and Adrian Seto. (114KB)