SECTION 3: NOMINATION AND APPOINTMENT PROCESS

40 | Nominating Committee Guide To become a director, he has to complete and sign Form 45 (Consent To Act As Director And Statement Of Non- Disqualification To Act) for submission to the Accounting and Corporate Regulatory Authority (ACRA). Form 45, which is provided in Appendix 3D, details the disqualifications under the Companies Act. 3.3.3 For the appointment of a listed company director, a company is required to disclose the full details of the director including past convictions, civil judgements, disqualifications, and other matters which might bring into question his suitability to be a director 5 . In this regard, the SGX-ST Listing Rules (LR) require all directors to satisfy the character and integrity requirement. The LR also require a director to immediately resign from the Board if he is disqualified from acting as a director in any jurisdiction for reasons other than on technical grounds. In considering the suitability of a director, regard should be given to his declarations and whether he was the subject of or was involved in any company that was the subject of previous regulatory actions taken by SGX or any other regulatory authorities 6 . The full set of declarations required for the appointment of a listed company director is contained in Appendix 3E. 3.3.4 For certain regulated industries, there may be additional rules regarding the appointments of and qualifications for directors. For example, locally incorporated banks are required to obtain the prior approval of the Monetary Authority of Singapore (MAS) for the appointment of their directors (and other key executives), and MAS will take into account whether the directors satisfy MAS’ “fit and proper criteria” to hold office 7 . 3.3.5 In addition to what is required or proscribed by law or regulations to be a director, best practices require that directors be appropriately qualified in order to effectively discharge their duties and responsibilities. 5 MR 704(7) and CR 704(6). 6 MR 720(1), MR 720(2), and CR 720(1). 7 Provisions on Fit and Proper Criteria (FSG-G01) issued by MAS. 3D 3E