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Corporate governance in the Asia-Pacific (Singapore) (Board matters…
Corporate governance in
the Asia-Pacific (Singapore)
Remuneration matters
Level & mix of remuneration
Principle 8 - Level & structure should be aligned with long-term interest & risk policies
Disclosure of remuneration
Principle 9 - Provide clear disclosure of its remuneration policies, level & mix of remuneration, & procedure for setting remuneration in Annual Report
Procedures for developing remuneration policies
Principle 7 - Formal & transparent procedure for developing policy on executive remuneration & for fixing the remuneration packages of individual directors
Key characteristics influencing
Singaporean corporate governance
Legal system - Common law
Predominant ownership structure - Families; state
Board structure - Unitary
Important aspect - Influence of State (for example, via Temasek Holdings)
Main business form - Public limited companies
Board matters
Board membership
Principle 4 - Formal & transparent process for the appointment & re-appointment of directors to the Board
Board performance
Principle 5 - Formal annual assessment of effectiveness of Board as a whole & its board committees & contribution by each director to effectiveness of Board.
Chairman & Chief Executive Officer
Principle 3 - A clear division of responsibilities between leadership of Board & executive responsible for managing business
Board composition and guidance
Principle 2 - Strong & independent element on the Board, which is able to exercise objective judgement on corporate affairs independently
Access to information
Principle 6 - Directors should be provided with complete, adequate & timely information prior to board meeting
The Board's conduct of affairs
Principle 1 - Company should be headed by an effective Board to lead and control the company
Accountability and audit
Risk management & internal controls
Principle 11 - Board is responsible for governance of risk & should ensure that Management maintains a sound system of risk management & internal controls
Audit committee
Principle 12 - Board should establish an Audit Committee with written terms of reference which clearly set out its authority & duties
Accountability
Principle 10 - Board should present a balanced & understandable assessment of company's performance, positions & prospects
Internal audit
Principle 13 - Establish an effective internal audit function that is adequately resourced and independent of the activities it audits
Shareholder rights & responsibilities
Communication with shareholders
Principle 15 - Actively engage their shareholders & put in place an investor relations policy to promote regular, effective & fair communication with shareholders
Conduct of shareholders meetings
Principle 16 - Encourage greater shareholder participation at general meetings of shareholders
Shareholder rights
Principle 14 - Recognize, protect & facilitate the exercise of shareholder's rights