eGuide to CG Code

Key information regarding directors, such as academic and professional qualifications, shareholding in the company and its related corporations, board committees served on (as a member or chairman), date of first appointment as a director, date of last re-appointment as a director, directorships or chairmanships both present and those held over the preceding three years in other listed companies, and other principal commitments, should be disclosed in the company's Annual Report. In addition, the company's annual disclosure on corporate governance should indicate which directors are executive, non-executive or considered by the NC to be independent. The names of the directors submitted for appointment or re-appointment should also be accompanied by details and information to enable shareholders to make informed decisions. Such information, which should also accompany the relevant resolution, would include:

  1. any relationships including immediate family relationships between the candidate and the directors, the company or its 10% shareholders;
  2. a separate list of all current directorships in other listed companies; and
  3. details of other principal commitments.
 
A. Explanation

This Guideline sets out the disclosure requirements on key information regarding directors in the company’s annual report.

The company’s shareholders vote for the directors nominated by the Board. Yet, they may not always have an understanding of the profile and contribution of the candidates beyond what is communicated by the company.

To provide a more complete basis for shareholders’ decision, this Guideline sets out the disclosure guidelines for each director in the annual report. These include:

  • The director’s academic and professional qualifications.
  • His shareholdings in the company and related corporations.
  • His appointment and re-appointment dates and roles on the Board including ED or NI-NED or ID, and Board Committees.
  • Other listed directorships (past three years and present) and other principal commitments.
  • Relationships that may impact his independence as a director. These include family, other directors, the company and 10 per cent shareholders.

The intent is that such information will help shareholders to make an informed judgement about the qualification, independence, and available time commitment of each candidate.

 

B. SGX Disclosure Guide
  • Nil.

 

C. Related Rules and Regulations
  • SGX MR 704(7) and CR 704(6): Appointment or Cessation of Service.
  • SGX MR Appendix 7.4.1 and CR Appendix 7F: Announcement of Appointment.
  • SGX MR Appendix 7.4.2 and CR Appendix 7G: Announcement of Cessation.
  • SGX MR 1207(4)(b) and CR 1204(4)(b): Annual Reports (General Information).
  • SGX MR and CR: Definitions and Interpretation (see “immediate family”).

 

D. CG Guides
  • NC Guide 8.1: Introduction [Disclosure Requirements and Guidelines].
  • NC Guide 8.2: Disclosure Requirements [Disclosure Requirements and Guidelines].

 

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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