|A description of the process for the selection, appointment and re-appointment of directors to the Board should be disclosed in the company's Annual Report. This should include disclosure on the search and nomination process.|
This Guideline concerns the disclosures relating to the selection, appointment and re-appointment of directors.
As appropriate directors are the foundation of an effective Board, it is important that investors understand the process that the Board has undertaken to find, qualify and select directors.
In particular, emphasis is placed on the search and nomination process. This is because many Boards rely on the “old boy’s network” to identify director candidates. Instead, Boards are encouraged to go beyond their immediate circle of contacts, including through the use of third party search firms, to identify the right range of candidates. Boards are required to disclose their search and nomination process in their annual report.
B. SGX Disclosure Guide
- Please describe the board nomination process for the Company in the last financial year for (i) selecting and appointing new directors and (ii) re-electing incumbent directors.
C. Related Rules and Regulations
- Section 4(1) of the Companies Act: Interpretation.
- SGX MR 704(7) and CR 704(6): Appointment or Cessation of Service.
D. CG Guides
- NC Guide 3.6: Nomination Process [Nomination and Appointment Process].
- NC Guide 3.7: Use of Third Parties [Nomination and Appointment Process].
- 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 8.1: Introduction [Disclosure Requirements and Guidelines].
- NC Guide 8.2: Disclosure Requirements [Disclosure Requirements and Guidelines].
E. Related Articles
- “The search for independence” by Lim Chin Hu. (446KB)
- “The nominating committee and its role in identifying directors for renewal and new appointments’ by Kala Anandarajah. (112KB)