eGuide to CG Code

The Chairman should:

  1. lead the Board to ensure its effectiveness on all aspects of its role;
  2. set the agenda and ensure that adequate time is available for discussion of all agenda items, in particular strategic issues;
  3. promote a culture of openness and debate at the Board;
  4. ensure that the directors receive complete, adequate and timely information;
  5. ensure effective communication with shareholders;
  6. encourage constructive relations within the Board and between the Board and Management;
  7. facilitate the effective contribution of non-executive directors in particular; and
  8. promote high standards of corporate governance.

The responsibilities set out above provide guidance and should not be taken as a comprehensive list of all the duties and responsibilities of a Chairman.

 
A. Explanation

This Guideline provides guidance on the role and responsibilities of the Board Chairman.

The overall role of the Board Chairman is to lead and create an effective Board.

The responsibilities set out in the Guideline are non-exhaustive, and they cover those that are inside and outside the boardroom.

Externally, the Board Chairman is the face and spokesperson of the Board. In particular, he should ensure effective communication with shareholders and other stakeholders.

Within the company, he should encourage a constructive relationship between the Board and management, and in particular between the Board and the CEO. A constructive relationship is one that has an appropriate balance where the Board constructively challenges and supports management.

Within the boardroom, the Board Chairman’s responsibilities range from setting the Board agenda and conducting effective Board meetings, to ensuring that the culture in the boardroom promotes open interaction and contributions by all.

 

B. SGX Disclosure Guide
  • Nil.

 

C. Related Rules and Regulations
  • Nil.

 

D. CG Guides
  • Board Guide 2.5: Board Leadership [Board Composition].
  • Board Guide Appendix 6B-2: The Chairman’s Role in a Dysfunctional Board [Board Relationships].
  • NC Guide 7.2: Succession Planning for Board Chairman [Succession Plan].
  • NC Guide Appendix 6F: Sample Chairman Performance Evaluation Form [Board and Director Evaluation].

 

E. Related Articles
  • Nil.

 

eGuide to CG Code
Overview
Board Matters
Principle 1
Guideline 1.1
Guideline 1.2
Guideline 1.3
Guideline 1.4
Guideline 1.5
Guideline 1.6
Guideline 1.7
Principle 2
Guideline 2.1
Guideline 2.2
Guideline 2.3
Guideline 2.4
Guideline 2.5
Guideline 2.6
Guideline 2.7
Guideline 2.8
Principle 3
Guideline 3.1
Guideline 3.2
Guideline 3.3
Guideline 3.4
Principle 4
Guideline 4.1
Guideline 4.2
Guideline 4.3
Guideline 4.4
Guideline 4.5
Guideline 4.6
Guideline 4.7
Principle 5
Guideline 5.1
Guideline 5.2
Guideline 5.3
Principle 6
Guideline 6.1
Guideline 6.2
Guideline 6.3
Guideline 6.4
Guideline 6.5
Remuneration Matters
Principle 7
Guideline 7.1
Guideline 7.2
Guideline 7.3
Guideline 7.4
Principle 8
Guideline 8.1
Guideline 8.2
Guideline 8.3
Guideline 8.4
Principle 9
Guideline 9.1
Guideline 9.2
Guideline 9.3
Guideline 9.4
Guideline 9.5
Guideline 9.6
Accountability and Audit
Principle 10
Guideline 10.1
Guideline 10.2
Guideline 10.3
Principle 11
Guideline 11.1
Guideline 11.2
Guideline 11.3
Guideline 11.4
Principle 12
Guideline 12.1
Guideline 12.2
Guideline 12.3
Guideline 12.4
Guideline 12.5
Guideline 12.6
Guideline 12.7
Guideline 12.8
Guideline 12.9
Principle 13
Guideline 13.1
Guideline 13.2
Guideline 13.3
Guideline 13.4
Guideline 13.5
Shareholder Rights and Responsibilities
Principle 14
Guideline 14.1
Guideline 14.2
Guideline 14.3
Principle 15
Guideline 15.1
Guideline 15.2
Guideline 15.3
Guideline 15.4
Guideline 15.5
Principle 16
Guideline 16.1
Guideline 16.2
Guideline 16.3
Guideline 16.4
Guideline 16.5
eGuide Glossary
Disclosure of CG arrangements
The Role of Shareholders

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