How to Use This Guide

viii How to Use This Guide T his Board Guide provides directors of Singapore-listed companies with practical guidance on the discharge of their functions, duties and responsibilities. Specifically, it takes into consideration key provisions of the Companies Act (Cap. 50), the Securities and Futures Act (Cap. 289), the Listing Manual of the Singapore Exchange Securities Trading Limited (SGX-ST Listing Manual), and the Code of Corporate Governance. By featuring leading practices for Boards, this Guide is intended to help directors achieve higher standards of corporate governance. However, the practices should not be construed as being comprehensive, nor are they intended to replace or override any legislative provisions. Instead, this Guide should be read together with the relevant legislation, codes and requirements that the Accounting and Corporate Regulatory Authority (ACRA), the Monetary Authority of Singapore (MAS), and the Singapore Exchange Securities Trading Limited (SGX-ST) may issue from time to time. Depending on the context, references to a Singapore-listed company within this Guide may also include REITs and business trusts; therefore many of the leading practices described may be applicable to them as well. However, the requirements of the Business Trusts Act and Code on Collective Investment Schemes are not covered in this Guide. In addition, the general principles and guidance may also be applicable to private companies and nonprofit organisations, especially for those registered under the law as a company limited by guarantee, society, or charitable trust. Corporate governance practices, by their very nature, may not be equally applicable to all Boards and companies to the same extent. The crafting of solutions to particular governance challenges requires that due regard be given to the situation, and other factors faced by

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