|Led by the lead independent director, the independent directors should meet periodically without the presence of the other directors, and the lead independent director should provide feedback to the Chairman after such meetings.|
This Guideline seeks to provide Independent Directors (IDs) with a legitimate channel in which to have private and potentially critical discussions.
As EDs and NI-NEDs are usually present at Board meetings, the IDs may not be able to express themselves freely in their presence on matters that concern the EDs and also on matters where there is an asymmetry of information (the EDs, being management, would know more details than the IDs).
Discussions amongst the IDs can be useful to identify and resolve certain matters such as concerns with the performance of certain EDs or proposals by management which the IDs are uncomfortable with, as compared to having the full Board in session. These private sessions should be chaired by the Lead ID.
Having such discussions on a regular periodic basis, making it known that there are such sessions, and reporting the salient points back to the Board Chairman – will ensure a culture of openness, and contribute to the resolution of key matters constructively.
B. SGX Disclosure Guide
C. Related Rules and Regulations
D. CG Guides
- Board Guide Appendix 1J: “Comply or Explain” – Examples of Non-Compliance: 2. Separation of the Chairman and CEO [Corporate Governance].
- NC Guide 4.6: The Lead Independent Director [Director Independence].
- NC Guide Appendix 3C: Types of Directors [Nomination and Appointment Process].
- NC Guide Appendix 4D: Sample Terms of Reference for Lead Independent Director [Director Independence].
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