eGuide to CG Code

The Chairman and the Chief Executive Officer (“CEO”) are separate persons to ensure an appropriate balance of power, increased accountability, and greater capacity of the Board for independent decision making9.



MR 1207(10A) and CR1204(10A) requires the Board to disclose the relationship between the Chairman and the CEO if they are immediate family members.

A. Explanation

This Provision sets out the rationale for separating the position and role of the Board Chairman from that of the Chief Executive Officer (CEO).

While it is common in some jurisdictions, such as the US, for a Chairman to also serve as the CEO, it is considered best practice in Singapore (and other countries such as the UK) for the two positions to be filled by different persons.

The reason is that the Chairman and the CEO are the top positions on the Board and management respectively. The Practice Guidance explains that separating the role of the Board Chairman from the CEO avoids concentration of power in one individual, and ensures a degree of checks and balances

The separation of positions is most effective when the Chairman is also independent. This ensures an appropriate balance of power, increased accountability and enhances the independence of the Board’s oversight of management.

Where the Chairman is not independent, several regulatory requirements seek to strengthen the checks and balances on the Board:

  • The relationship between the Chairman and CEO must be disclosed if they are immediate family members [MR 1207(10)(A) and CR 1204(10)(A)].
  • The IDs should form the majority of the Board (Provision 2.2 of the Code) in contrast to one-third for a regular Board (MR 210(5)(c) and CR 406(3)(c).


B. Practice Guidance


C. Related Rules and Regulations
  • MR 1207(10)(A) and CR 1204(10)(A): Annual Reports.
  • MR 210(5)(c) and CR 406(3)(c): Directors and Management.
  • MR 720(1) and CR 720(1): Directors and Management.
  • MR and CR: Definitions and Interpretations (see “Immediate Family”).


D. CG Guides
  • Board Guide 2.5: Board Leadership [Board Composition].
  • Board Guide 2.9: Independence [Board Composition].
  • Board Guide Appendix 1J: “Comply or Explain” – Examples of Non-Compliance: 2. Separation of the Chairman and CEO [Corporate Governance].
  • Board Guide Appendix 2F: Board and Board Committees’ Composition Requirements [Board Composition].
  • Board Guide Appendix 6B-6: Balancing the Chairman-CEO Relationship [Board Relationships].
  • NC Guide 4.2: Number of Independent Directors [Director Independence].
  • NC Guide 4.6: The Lead Independent Director [Director Independence].


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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