eGuide to CG Code

The Board establishes a Nominating Committee (“NC”)10 to make recommendations to the Board on relevant matters relating to:

  1. the review of succession plans for directors, in particular the appointment and/or replacement of the Chairman, the CEO and key management personnel11;
  2. the process and criteria for evaluation of the performance of the Board, its board committees and directors;
  3. the review of training and professional development programs for the Board and its directors; and
  4. the appointment and re-appointment12 of directors (including alternate directors, if any)13.



MR 210(5)(e) and CR 406(3)(e) requires companies to establish one or more committees as may be necessary to perform the functions of an Audit Committee, a Nominating Committee and a Remuneration Committee. Each committee formed has written terms of reference which clearly set out the authority and duties of the committee.


The term "key management personnel" shall mean the CEO and other persons having authority and responsibility for planning, directing and controlling the activities of the company.


MR 720(5) and CR 720(4) requires all directors to submit themselves for re-nomination and re-election at least once every three years.


MR 720(6) and CR 720(5) requires key information on directors to be provided together with each resolution on the proposed appointment or re-appointment of directors.

A. Explanation

This Provision provides guidance on the formation, role and duties of an NC.

Given the importance and scope of the work involved in Board appointments and directorship matters, the NC is a Board Committee that is typically established to specifically take on the responsibility for these matters. The SGX-ST Listing Rules requires the formation of one or more committees that would, among others, cover the function of an NC [MR 210(5)(e) and CR 406(3)(e)].

The role of the NC is to undertake in-depth reviews of, and make recommendations to the Board on, matters such as:

  • Succession planning
    The Provision emphasises the succession planning of not just the directors in general, but in particular that of the Chairman, CEO and other Key Management Personnel (KMP). Practice Guidance 4 suggests there be progressive renewal of the Board so that there is diversity of tenure. The Listing Rules also require that directors submit for re-nomination and re-appointment at least once every three years [MR 720(5) and CR 720(4)].
  • Evaluation process and results
    There should be a substantive evaluation of the Board’s performance. This is covered in greater detail in Principle 5 and its provisions.
  • Professional development of directors
    The training and continuing professional development of directors is important to ensure they stay relevant and competent.

    The Listing Rules require that a director who has no prior experience as a director of an issuer listed on the Exchange receive comprehensive training and tailored induction on joining the Board (MR 210(5)(a) and CR 406(3)(a)). MR Practice Note 2.3 and CR Practice Note 4D prescribe the training that such new directors need to attend and where the NC determines that a new director does not need to undergo such prescribed training, it must disclose its reasons for its assessment that the new director possesses the relevant experience in the company’s announcement of the director’s appointment. Such first-time directors must attend mandatory training within one year from the date of their appointment to the board.
  • Director appointments
    Arguably, the most important role of the NC is in the appointment and reappointment of directors. Practice Guidance 4 is devoted to the process of, and considerations for, director appointments. It emphasises that:
    • The process should take into account the Board’s composition and progressive renewal, as well as individual directors’ competencies, commitment, contribution and performance (e.g. attendance, preparedness, participation, candour, and performance as an independent director if applicable).
    • The search process and criteria for new director appointments should be broad rather than narrow, and should be disclosed.
    • Alternate directors are discouraged and should only be appointed in exceptional circumstances.
    • Multiple directorships should be a key factor in determining whether a director can be effective, but the number of directorships that a director can have would be specific to the individual director (see Provision 4.5).


B. Practice Guidance


C. Related Rules and Regulations
  • MR 210(5)(a) and CR 406(3)(a): Directors and Management.
  • MR 210(5)(e) and CR 406(3)(e): Directors and Management.
  • MR 720(1) and CR 720(1): Directors and Management.
  • MR 720(5) and CR 720(4): Directors and Management.
  • MR 720(6) and CR 720(5): Directors and Management.
  • MR Appendix 7.4.1 and CR Appendix 7F: Announcement of Appointment.
  • MR Practice Note 2.3 and CR Practice Note 4D: Training for Directors with No Prior Experience.


D. CG Guides
  • NC Guide 1.3: Terms of Reference [NC Composition].
  • NC Guide 1.5: Role of NC in NC Appointments [NC Composition].
  • NC Guide 3.8: Appointment and Election of Directors [Nomination and Appointment Process].
  • NC Guide 3.9: Board Renewal and Continuity [Nomination and Appointment Process].
  • NC Guide 5.3: Professional Development Policy [Professional Development].
  • NC Guide 5.4: Types of Professional Development [Professional Development].
  • NC Guide 5.5: Professional Development Implementation [Professional Development].
  • NC Guide 6.2: Board Evaluation [Board and Director Evaluation].
  • NC Guide 6.3: Board Committee Evaluation [Board and Director Evaluation].
  • NC Guide 6.4: Director Evaluation [Board and Director Evaluation].
  • NC Guide 7.2: Succession Planning for Board Chairman [Succession Planning].
  • NC Guide 7.3: Succession Planning for Directors [Succession Planning].
  • NC Guide 7.4: Succession Planning for CEO [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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