The Board establishes a Remuneration Committee ("RC")16 to review and make recommendations to the Board on:

  1. a framework of remuneration for the Board and key management personnel; and
  2. the specific remuneration packages for each director as well as for the key management personnel.



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 should have written terms of reference which clearly set out the authority and duties of the committee.

A. Explanation

This Provision provides guidance on the formation and duties of a Remuneration Committee (RC).

It encourages the setting up of an RC to help the Board determine the remuneration of directors and executives. This is a common approach that enhances responsible governance of director and executive remuneration, especially with contemporary concerns about, and scrutiny of, pay matters.

The SGX-ST Listing Rules require the formation of one or more committees that would, among others, cover the function of an RC (MR 210(5)(e) and CR 406(3)(e)).

The role of the RC is to recommend to the Board:

  • The overall framework for remuneration of directors and key management personnel (KMP).
  • The specific remuneration package for each director and KMP.

Further details of the framework and remuneration packages are provided in Provision 6.3 and its explanation.

Practice Guidance 6 makes it clear that the role of the RC is to recommend to the Board, and that the Board is ultimately accountable for all remuneration decisions.


B. Practice Guidance


C. Related Rules and Regulations
  • MR 210(5)(e) and CR 406(3)(e): Directors and Management.
  • MR 720(1) and CR 720(1): Directors and Management.


D. CG Guides
  • RC Guide 1.3: Terms of Reference [RC Composition].
  • RC Guide 1.7: Selection of RC Members [RC Composition].
  • RC Guide Appendix 1C: Scope of an RC’s Responsibilities [RC Composition].
  • RC Guide Appendix 1D: Sample RC Terms of Reference [RC Composition].
  • RC Guide 3.1: Introduction [Non-Executive Director Fees].
  • RC Guide 3.2: Non-Executive Director Fee Philosophy [Non-Executive Director Fees].
  • RC Guide 3.3: Non-Executive Director Fee Components [Non-Executive Director Fees].
  • RC Guide 3.4: Use of Equity [Non-Executive Director Fees].
  • RC Guide 3.5: Determining Non-Executive Director Fees [Non-Executive Director Fees].
  • RC Guide Appendix 3C: Sample Non-Executive Director Fee Framework for Boards of Subsidiary Companies [Non-Executive Director Fees].
  • RC Guide 4.1: Introduction [Executive Remuneration].
  • RC Guide 4.2: Executive Remuneration Philosophy [Executive Remuneration].
  • RC Guide 4.3: Executive Remuneration Components [Executive Remuneration].
  • RC Guide 4.4: Executive Remuneration Levels [Executive Remuneration].
  • RC Guide 4.8: Executive Remuneration Administration [Executive Remuneration].
  • RC Guide Appendix 4C: Sample Remuneration Framework [Executive Remuneration].
  • RC Guide Appendix 4I: Framework for Setting Performance Goals [Executive Remuneration].
  • RC Guide 5.4: Plan Design [Equity-Based Remuneration].
  • RC Guide Appendix 7C: Sample Remuneration Framework Disclosure [Stakeholder Engagement].


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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