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Corporate Governance in Singapore (The Code (Board matters (Board…
Corporate Governance in Singapore
Main business form:Public limited companies
Predominant ownership structure:Families; state
Legal system:Common law
Board structure:Unitary
Important aspect: Influence of State (for example, via Temasek Holdings)
The Code
Board matters
Board composition and guidance
Principle 2—strong and independent element on the Board
Chairman and Chief Executive Officer
Principle 3- clear division of responsibilities between the leadership of the Board and the executives responsible for managing the company’s business.
The Board’s conduct of affairs
Principle 1—Every company should be headed by an effective Board to lead and control the
company.
Board membership
Principle 4— formal and transparent process for the appointment and re-appointment of directors to the Board.
Board Performance
Principle 5—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—directors should be provided with complete,adequate and timely information
Remuneration matters
Procedures for developing remuneration policies
Principle 7 - formal and transparent procedure
remuneration packages of individual directors
developing policy on
executive remuneration
Level and mix of remuneration
Principle 8—aligned with the long-term interest and risk policies of the company, and should be appropriate to attract, retain and motivate
Disclosure of remuneration
Principle 9—clear disclosure of its remuneration policies,level and mix of remuneration, and the procedure for setting remuneration,
Shareholder rights and responsibilities
Shareholder rights
Principle 14—treat all shareholders fairly and equitably
recognize, protect, and facilitate the exercise of shareholders’ rights
Communication with shareholders
Principle 15—Companies should actively engage their shareholders
put in place an investor
relations policy
Conduct of shareholder meetings
Principle 16- encourage greater shareholder participation at general
meetings of shareholders
allow shareholders to communicate their
views
Accountability and audit
Risk management and internal controls
Principle 11 -maintains a sound system of risk management and internal controls
determine the nature
and extent of the significant risks
Accountability
Principle 10—present a balanced and understandable assessment of the
company’s performance, position, and prospects.
Audit committee
Principle 12—establish an Audit Committee (“AC”) with written terms of
reference which clearly set out its authority and duties.
Internal audit
Principle 13— establish an effective internal audit function