SECTION 3: NOMINATION AND APPOINTMENT PROCESS

Section 3: Nomination and Appointment Process | 41 All directors should have a certain level of competence that will enable them to properly govern the company. These core qualifications should include: • Appropriate skills, experience, knowledge and professional qualifications. • Business acumen and sound business judgement. • Strong ethics, integrity, accountability and reputation. • Independent thinking with respect for alternative viewpoints and constructive discussions. • Willingness and ability to devote sufficient time to the performance of Board duties. 3.4 Board Composition 3.4.1 In determining the composition of a Board, three factors should be considered: the appropriate size, its structure, and the makeup of its Board members. 3.4.2 The minimum size for a listed company’s Board is three members. Although the Companies Act allows a company to be legally registered with only one director, a listed company is required to have an Audit Committee (AC) with a minimum of three members 8 . In addition, the Companies Act and SGX LR requires that at least one director of the company is ordinarily resident in Singapore (a Singapore citizen or permanent resident) 9 . 3.4.3 There are no rules or provisions on the maximum size of the Board. 8 Provision 10.2 of the Code. 9 Section 145(1) of the Companies Act. Being “ordinarily resident in Singapore” means the director’s usual place of residence is in Singapore. A Singapore Citizen, Singapore Permanent Resident, an EntrePass holder or an Employment Pass holder issued with such a pass to work in the company concerned and who has a local residential address can be accepted as a person who is ordinarily resident here. (See ACRA website at www.acra.gov.sg )