The company discloses the names and remuneration of employees who are substantial shareholders of the company, or are immediate family members of a director, the CEO or a substantial shareholder of the company, and whose remuneration exceeds S$100,000 during the year, in bands no wider than S$100,000, in its annual report. The disclosure states clearly the employee's relationship with the relevant director or the CEO or substantial shareholder.
A. Explanation

This Provision sets out the disclosures companies should make in relation to certain employees who are related to a director, the CEO, or a substantial shareholder.

There is a potential conflict of interest when substantial shareholders or family members of persons who are in positions of power are hired by the same company. While this cannot always be avoided, and without implying that there are necessarily any improprieties when this happens, this Provision states that there should be full disclosure (including the nature of the relationship) if a substantial shareholder or an immediate family member of a director, the CEO or a substantial shareholder is hired, and whose remuneration exceeds S$100,000 during the year.

The disclosure should be in bands of S$100,000. This is narrower than the $250,000 band required for the top five KMP, who are not directors or the CEO (see Provision 8.1) as it recognises that such family members may be at a lower level in the company, and a S$100,000 band is therefore more meaningful.

There is no requirement to disclose the breakdown of the remuneration of such employees as required by Provision 8.1 for directors, CEO and KMPs.


B. Practice Guidance


C. Related Rules and Regulations
  • MR and CR: Definitions and Interpretation (see “Immediate Family”).


D. CG Guides
  • Nil.


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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