The independent directors should make up at least half of the Board where:
This Guideline concerns the minimum number of Independent Directors (IDs) when the Board Chairman is not independent.
It is a best practice that the Board is chaired by an Independent Director (ID) so that there is effective oversight of both management and the interests of the company. However, circumstances may arise when the Chairman is not independent and these are described in this Guideline.
Where the Chairman is not independent, the balance of power between the independent and non-independent elements on the Board is likely to be tilted. The Chairman would usually have more influence than a regular director on Board matters and processes. Hence, this Guideline calls for the minimum number of IDs on the Board to increase from one-third (Guideline 2.1) to one-half where the Chairman is non-independent. The increase in number to half the Board means that IDs will have a correspondingly larger voice in the boardroom. They will then be in a stronger position to safeguard the interests of the company, especially when there is a conflict of views and a majority vote is required to reach a decision.
In addition to strengthening the number of IDs, the Guidelines also call for a Lead ID when the Chairman is not independent (Guideline 3.1)
B. SGX Disclosure Guide
C. Related Rules and Regulations
- SGX MR 210(5)(c) and CR 406(3)(c): Directors and Management.
- SGX MR 720(1) and CR 720(1): Directors and Management.
- SGX MR and CR: Definitions and Interpretations (see “Immediate Family”).
D. CG Guides
- NC Guide 3.4: Board Composition [Nomination and Appointment Process].
- NC Guide Appendix 3B-6: Removal of a Board Chairman [Nomination and Appointment Process].
- NC Guide 4.2: Number of Independent Directors [Director Independence].
- NC Guide 4.6: The Lead Independent Director [Director Independence].
- NC Guide 7.2: Succession Planning for Board Chairman [Succession Planning].
E. Related Articles
- “The search for independence” by Lim Chin Hu. (446KB)
- “Whither the lead independent director” by Adrian Chan. (57KB)
- “Perspectives from thought leaders: Revisiting board composition & roles and relationships between directors inter se and with management” by JY Pillay. (368KB)
- “Proposed changes to the definition of ‘independence’ ” by Adrian Chan. (69KB)
The term “immediate family” shall have the same meaning as currently defined in the Listing Manual of the Singapore Stock Exchange (the “Listing Manual”) i.e. the person’s spouse, child, adopted child, step-child, brother, sister and parent.