eGuide to CG Code

Management provides directors with complete, adequate and timely information prior to meetings and on an ongoing basis to enable them to make informed decisions and discharge their duties and responsibilities.
A. Explanation

This Provision describes the nature of the information required by the Board to make informed decisions, and how such information is transmitted.

The Board can only make good decisions if it is properly informed. To this end, the information it requires should be:

  • Complete and comprehensive, and not be partial.
  • Adequate and relevant for the decision to be made.
  • Given in a timely manner.

The Provision recognises, and deals with, the asymmetry of information between management and directors, in particular, the Non-Executive Directors (NEDs). It thus states that management is to provide requisite information to the Board at its Board meetings, as well as on an ongoing basis.

At Board meetings, formal Board papers with supporting information are typically provided. In respect of budgets, any material variance between projections and actual results should also be disclosed and explained.

Practice Guidance 1 suggests that relying purely on what is volunteered by management is unlikely to be enough in all circumstances as management may unwittingly or deliberately withhold key information. Thus, further enquiries may be required if a particular director is to fulfil his duties properly. Directors are entitled to request from management such additional information as is needed to make informed decisions, and management should provide these in a timely manner.

B. Practice Guidance


C. Related Rules and Regulations
  • Nil.
D. CG Guides
  • Board Guide Appendix 6F: Board Control of Management [Board Relationships].
E. Related Articles




eGuide to CG Code
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

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