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Singapore (Board matters (The Board’s conduct of affairs:
Principle…
Singapore
Board matters
The Board’s conduct of affairs:
Principle 1—Every company should be headed by an effective Board to lead and control the company.
Board composition and guidance:
Principle 2—There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate affairs independently, in particular, from Management and 10% shareholders.
Board membership:
Principle 4—There should be a formal and transparent process for the appointment and re-appointment of directors to the Board.
Chairman and Chief Executive Officer:
Principle 3—There should be a clear division of responsibilities between the leadership of the Board and the executives responsible for managing the company’s business.
Board performance
Principle 5—There should be a formal annual assessment of the effectiveness of the Board as a whole and its board committees and the contribution by each director to the effectiveness of the Board.
Access to information
Principle 6—In order to fulfil their responsibilities, directors should be provided with complete, adequate and timely information prior to board meetings and on an on-going basis so as to enable them to make informed decisions to discharge their duties and responsibilities.
Accountability and audit
Accountability
Principle 10—The board should present a balanced and understandable assessment of the company’s performance, position, and prospects.
Risk management and internal controls
Principle 11—The Board is responsible for the governance of risk.
Internal audit
Principle 13—The company should establish an effective internal audit function that is adequately resourced and independent of the activities it audits.
Audit committee
Principle 12—The Board should establish an Audit Committee (“AC”) with written terms of reference which clearly set out its authority and duties.
Remuneration matters
Procedures for developing remuneration policies
Principle 7—There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors.
Level and mix of remuneration
Principle 8—The level and structure of remuneration should be aligned with the long-term interest and risk policies of the company, and should be appropriate to attract, retain and motivate (a) the directors to provide good stewardship of the company, and (b) key management personnel to successfully manage the company.
Disclosure of remuneration
Principle 9—Every company should provide clear disclosure of its remuneration policies, level and mix of remuneration, and the procedure for setting remuneration, in the company’s Annual Report.
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