|The Board should examine its size and, with a view to determining the impact of the number upon effectiveness, decide on what it considers an appropriate size for the Board, which facilitates effective decision making. The Board should take into account the scope and nature of the operations of the company, the requirements of the business and the need to avoid undue disruptions from changes to the composition of the Board and board committees. The Board should not be so large as to be unwieldy.|
This Guideline covers the issue of the size of an effective Board.
Generally, the Guideline lets each Board determine its own size. It merely sets out the factors which the Board should consider for an effective size:
- Scope and nature of the company operations and business requirements
- Large enough to deal with any changes to the composition of the Board and its Committees (including the balance between Independent Directors (IDs) and non-independent Board members) without undue disruption
- Not so large as to be unwieldy.
Although the Code does not specify any limits on the board size, other regulations or a company’s constitution may mandate a minimum and/or maximum Board size. For example, Section 201B of the Companies Act requires a listed company to have an Audit Committee of at least three directors, this automatically means that the Board size would be three.
B. SGX Disclosure Guide
C. Related Rules and Regulations
- Section 145(1) of the Companies Act: Directors [Minimum number of directors to be ordinarily resident in Singapore].
- Section 201B(2) of the Companies Act: Audit Committees [Composition].
- SGX MR 210(5)(c) and CR 406(3)(c): Directors and Management.
- SGX MR 704(8) and CR 704(7): Appointment or Cessation of Service.
D. CG Guides
- Board Guide 2.4: Size [Board Composition].
- Board Guide 2.7: Committees’ Composition [Board Composition].
- Board Guide Appendix 2F: Board and Board Committees’ Composition Requirements [Board Composition].
- NC Guide 3.4: Board Composition [Nomination and Appointment Process].
- NC Guide 4.2: Number of Independent Directors [Director Independence].
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