The NC should make recommendations to the Board on relevant matters relating to:
Important issues to be considered as part of the process for the selection, appointment and re-appointment of directors include composition and progressive renewal of the Board and each director's competencies, commitment, contribution and performance (e.g. attendance, preparedness, participation and candour) including, if applicable, as an independent director. All directors should be required to submit themselves for re-nomination and re-appointment at regular intervals and at least once every three years.
This Guideline provides guidance on the key duties of a NC.
The NC plays an essential role in shaping an effective Board. It enhances the value of the Board by reviewing in-depth and making recommendations to the Board on matters such as the following:
- Each individual director’s performance and contributions.
- The evaluation process and results of the Board as a whole, Board Committees and individual directors.
- The appointment and reappointment of directors (including alternate directors) bearing in mind the evaluation of the individual directors and the Board. This creates a competent and effective Board.
The Guideline stresses the need for progressive renewal. This includes succession planning of directors, and the need for directors to be submitted for re-nomination and re-appointment regularly, and at least once every three years.
B. SGX Disclosure Guide
C. Related Rules and Regulations
D. CG Guides
- NC Guide 1.3: Terms of Reference [NC Composition].
- NC Guide 1.5: Role of NC in NC Appointments [NC Composition].
- NC Guide 3.8: Appointment and Election of Directors [Nomination and Appointment Process].
- NC Guide 3.9: Board Renewal and Continuity [Nomination and Appointment Process].
- NC Guide 5.3: Professional Development Policy [Professional Development].
- NC Guide 5.4: Types of Professional Development [Professional Development].
- NC Guide 5.5: Professional Development Implementation [Professional Development].
- NC Guide 6.2: Board Evaluation [Board and Director Evaluation].
- NC Guide 6.3: Board Committee Evaluation [Board and Director Evaluation].
- NC Guide 6.4: Director Evaluation [Board and Director Evaluation].
- NC Guide 7.2: Succession Planning for Board Chairman [Succession Planning].
- NC Guide 7.3: Succession Planning for Directors [Succession Planning].
- NC Guide 7.4: Succession Planning for CEO [Succession Planning].
E. Related Articles
- “The crucial task of succession planning” by Ramlee Buang. (58KB)
- “CEO succession in the family-controlled firm” by Clarke Murphy. (964KB)
- “Independent director recruitment: the new challenge” by SID. (258KB)
- “Seven steps to effective board and director evaluations” by Geoffrey Kiel and James Beck. (626KB)
- “The nominating committee and its role in identifying directors for renewal and new appointments’ by Kala Anandarajah. (112KB)
- “Let's address the good reasons why companies do not conduct CEO succession planning” by Dean Stamoulis. (107KB)