eGuide to CG Code

The NC comprises at least three directors, the majority of whom, including the NC Chairman, are independent. The lead independent director (Lead ID), if any, is a member of the NC.
A. Explanation

This Provision describes the composition of the NC.

The composition of the NC is as follows:

  • A minimum of three directors.
  • The majority of members including the NC Chairman should be independent.
  • The Lead ID should be a member of the NC.

It is important that the majority of NC members are independent because its function is to ensure the independence and objectivity of individual directors and the Board collectively.

The Lead ID should also be a member of the NC as he would be active in matters relating to directorships. As a best practice, the Board should consider appointing the Lead ID to chair the NC.


B. Practice Guidance


C. Related Rules and Regulations
  • Nil.


D. CG Guides
  • NC Guide 1.1: Introduction [NC Composition].
  • NC Guide 1.2: Structure and Authority [NC Composition].
  • NC Guide 1.3: Terms of Reference [NC Composition].
  • NC Guide 1.4: Independence and Objectivity [NC Composition].
  • NC Guide 1.5: Role of NC in NC Appointments [NC Composition].
  • NC Guide 1.6: Selection of NC Members [NC Composition].
  • NC Guide 1.7: Selection of NC Chairman [NC Composition].
  • NC Guide 1.8: Tenure of the NC members [NC Composition].
  • NC Guide Appendix 1C: Sample NC Terms of Reference [NC Composition].
  • NC Guide 3.4: Board Composition [Nomination and Appointment Process].
  • 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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