SECTION 3: NOMINATION AND APPOINTMENT PROCESS

42 | Nominating Committee Guide However, a Board should not be so large that it becomes unwieldy or reduces the level of a director’s individual participation and sense of responsibility. The Board size should facilitate effective discussion and decision-making. 3.4.4 A company’s constitution may impose minimum and/or maximum Board size requirements. The NC should therefore take this into account. 3.4.5 Within the parameters of minimum and maximum Board size required by law and the company’s constitution, the decision on the optimal Board size rests with each Board and its NC. The Board should take into account the scope and nature of the company’s operations, the requirements of its business, and the need to avoid undue disruptions caused by changes to the composition of the Board and Board Committees. For Singapore-listed companies, Board sizes may range from three to 20 members, while the most common Board size is six directors 10 . 3.4.6 In reviewing the structure of the Board, the NC should ensure that no individual or small group dominates the Board’s decision- making. This maximises the likelihood that the Board’s decisions reflect the best interests of the company 11 . In this respect, the balance of EDs and NEDs (in particular, IDs) on the Board is important. Some Boards may take the view that having more executives on board will offer greater insight into business. To determine the extent of executive representation, the Board and the NC will need to consider the importance of having adequate separation between the Board and management. To achieve an appropriate balance of EDs and NEDs, the Board can invite executives to meetings as and when necessary, instead of appointing them as Board members. 10 Source: The Singapore Directorship Report 2018 published by SID. 11 Principle 2 of the Code. 3A-2 3A-1 3A-1