eGuide to CG Code

Directors attend and actively participate in Board and board committee meetings. The number of such meetings and each individual director’s attendances at such meetings are disclosed in the company’s annual report. Directors with multiple board representations ensure that sufficient time and attention are given to the affairs of each company.
 
A. Explanation

This Provision covers the need for directors, especially those with multiple directorships, to be engaged in Board and Committee meetings.

Much of the work of the Board is conducted through meetings. It is therefore important that directors attend and actively participate in meetings of the Board and Board Committees of which they are members.

Meetings should be regular and scheduled in advance, and convened as warranted by circumstances such as corporate transactions and crises.

The attendance of each director at their respective meetings must be disclosed in the annual report. Investors may view a director’s attendance record as an indication of his commitment and contributions to the Board.

Busy directors, especially those with multiple directorships, may find it challenging to make it to all the meetings. Nevertheless, it is their duty to ensure that they allocate adequate time and attention to these matters.

Provision 4.5 states that the NC is to assess if a director is able to continue to adequately carry out his duties after taking into account his other directorships and other principal commitments.

Similarly, Practice Guidance 4 suggests that the Board and NC take into account the number of directorships and principal commitments of each director when assessing whether he is able to or has been adequately carrying out his duties. The Board and NC should establish guidelines on what should be a reasonable and maximum number of directorships and principal commitments for each director (or type of director).

 
B. Practice Guidance

 

C. Related Rules and Regulations
  • Section 387A(1) of the Companies Act: Electronic Transmission of Notices of Meetings.
  • Section 387C(1) of the Companies Act: Electronic Transmission in Accordance with Constitution, etc.
 
D. CG Guides
  • NC Guide 1.3: Terms of Reference [NC Composition].
  • NC Guide 2.2: NC Calendar [NC Agenda].
  • NC Guide 2.3: Meeting Agenda [NC Agenda].
  • NC Guide 2.4: Conduct of Meeting [NC Agenda].
  • NC Guide Appendix 2C: Sample NC Calendar [NC Agenda].
  • RC Guide 1.3: Terms of Reference [RC Composition].
  • RC Guide 2.2: RC Calendar [RC Agenda].
  • RC Guide 2.3: Meeting Agenda [RC Agenda].
  • RC Guide 2.4: Conduct of Meeting [RC Agenda].
  • RC Guide Appendix 2C: Sample RC Calendar [RC Agenda].
  • AC Guide 1.3: Terms of Reference [AC Composition].
  • AC Guide 2.2: AC Calendar [AC Agenda].
  • AC Guide 2.3: Meeting Agenda [AC Agenda].
  • AC Guide 2.4: Conduct of Meeting [AC Agenda].
  • Board Guide 2.3: Terms of Reference [Board Composition].
  • Board Guide 3.2: Board Calendar [Board Agenda].
  • Board Guide 3.3: Meeting Agenda [Board Agenda].
  • Board Guide 3.5: Conduct of Board Meetings [Board Agenda].
  • BRC Guide 1.5: Terms of Reference [BRC Composition].
  • BRC Guide 2.2: BRC Calendar [BRC Agenda].
  • BRC Guide 2.3: Meeting Agenda [BRC Agenda].
  • BRC Guide 2.4: Conduct of Meeting [BRC Agenda].
 
E. Related Articles

 

 

eGuide to CG Code
Overview
Preamble
Definition of Corporate Governance
History and Structure of the Code
Role of the Board
Role of the Chair
Focus on Long Term and Sustainability
Revised Code Structure and Approach
Mandatory Principles
Provisions and Variations
Thoughtful and Meaningful Application
Board Matters
Principle 1
Provision 1.1
Provision 1.2
Provision 1.3
Provision 1.4
Provision 1.5
Provision 1.6
Provision 1.7
Principle 2
Provision 2.1
Provision 2.2
Provision 2.3
Provision 2.4
Provision 2.5
Principle 3
Provision 3.1
Provision 3.2
Provision 3.3
Principle 4
Provision 4.1
Provision 4.2
Provision 4.3
Provision 4.4
Provision 4.5
Principle 5
Provision 5.1
Provision 5.2
Provision 5.3
Remuneration Matters
Principle 6
Provision 6.1
Provision 6.2
Provision 6.3
Provision 6.4
Principle 7
Provision 7.1
Provision 7.2
Provision 7.3
Principle 8
Provision 8.1
Provision 8.2
Provision 8.3
Accountability and Audit
Principle 9
Provision 9.1
Provision 9.2
Principle 10
Provision 10.1
Provision 10.2
Provision 10.3
Provision 10.4
Provision 10.5
Shareholder Rights and Responsibilities
Principle 11
Provision 11.1
Provision 11.2
Provision 11.3
Provision 11.4
Provision 11.5
Provision 11.6
Principle 12
Provision 12.1
Provision 12.2
Provision 12.3
Managing Stakeholder Relationships
Principle 13
Provision 13.1
Provision 13.2
Provision 13.3
Practice Guidance
Board Roles and Director Duties
Board Composition and Guidance
Chairman and CEO
Board Membership
Board Performance
Procedures for Developing Remuneration Policies
Level and Mix of Remuneration
Disclosure on Remuneration
Risk Management and Internal Controls
Audit Committee
Shareholder Rights and Engagement
Engagement with Shareholders
Managing Stakeholder Relationships
eGuide Glossary

Copyright © 1998 - 2018 Singapore Institute of Directors. All rights reserved.