eGuide to CG Code

Independent Directors make up a majority of the Board7 where the Chairman is not independent8.



MR 210(5)(c) and CR 406(3)(c) requires independent directors to make up at least one-third of the Board. This rule will come into effect on 1 January 2022. Prior to 1 January 2022, the corresponding Guideline 2.1 in the 2012 Code of Corporate Governance will continue to apply.


The Chairman is not independent when (i) he or she is not an independent director, (ii) he or she is also the CEO, (iii) he or she and the CEO are immediate family members as defined in the Listing Manual of the Singapore Exchange (i.e. the person’s spouse, child, adopted child, step-child, brother, sister and parent), (iv) he or she and the CEO have close family ties with each other (i.e. a familial relationship between two parties which extends beyond immediate family members and could influence the impartiality of the Chairman) as determined by the Nominating Committee, or (v) he or she is part of the Management team.


A. Explanation

This Provision concerns the minimum proportion of Independent Directors (IDs) when the Board Chairman is not independent.

This Provision should be read in conjunction with the Listing Rules regarding the minimum number of IDs on a regular board (one where the Chairman is independent). MR 210(5)(c) and CR 406(3)(c) specify that a Board must have at least two non-executive directors who are independent and free of any material business or financial connection with the company, and that IDs must comprise at least one-third of the company’s board. (Note that there is a transition period for the requirement for IDs to comprise at least one-third of the board, to take effect only from 1 January 2022.)

While it is a best practice that the Board is chaired by an ID so that there is effective oversight of both management and the interests of the company, there may be circumstances in which the Chairman is not independent.

In such a case, the balance of power between the independent and non-independent elements on the Board is likely to be tilted. The Chairman would usually have more influence than a regular director on Board matters and processes. Hence, this Provision calls for the minimum number of IDs on the Board to increase from one-third as set out in the Listing Rules to a majority where the Chairman is non-independent – so that IDs will have a correspondingly larger voice in the boardroom. They will then be in a stronger position to safeguard the interests of the company, especially when there is a conflict of views and a majority vote is required to reach a decision.

In addition to strengthening the number of IDs, the Provisions also state that a Lead ID should be appointed to provide leadership in situations where the Chairman is conflicted, and especially when the Chairman is not independent (Provision 3.3 of the Code).

B. Practice Guidance


C. Related Rules and Regulations
  • MR 210(5)(c) and CR 406(3)(c): Directors and Management.
  • MR 720(1) and CR 720(1): Directors and Management.
  • MR 704(8) and CR 704(7): Appointment or Cessation of Service.
  • MR Appendix 7.4.2 and CR Appendix 7G: Announcement of Cessation.
  • MR and CR: Definitions and Interpretations (see “Immediate Family”).
D. CG Guides
  • NC Guide 3.4: Board Composition [Nomination and Appointment Process].
  • NC Guide Appendix 3B-6: Removal of a Board Chairman [Nomination and Appointment Process].
  • NC Guide 4.2: Number of Independent Directors [Director Independence].
  • NC Guide 4.6: The Lead Independent Director [Director Independence].
  • NC Guide 7.2: Succession Planning for Board Chairman [Succession Planning].
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
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