Singapore Corporate Governance

Hyflux has been an icon in Singapore, with its collapse being a shock to many. It had also caused the loss of millions of dollars within the Singaporean investing community. What governance lessons can we derive from this? In this podcast, Prof Mak (NUS), an esteemed Corporate Governance expert, generously shares deep insights on the firm and the Singaporean governance landscape. This podcast will be especially helpful to students of governance (shout out to the CA Singapore candidates) and t...

Wow, if you listened this far, that’s definitely an accomplishment! As podcasts go, of course there would be some episodes that we got distracted and it just became “white noise” – I’ve had that often! So feel free to re-listen to this! It's been a pleasure delving into the intricacies of Singapore’s Corporate Governance Code with you. My goal was a simple one it's to help make learning the Code a little bit easier amidst our very busy lives. I also wonder if you noted the improveme...

Provision 13.3 says, “The company maintains a current corporate website to communicate and engage with stakeholdersIs this possibly the simplest provision to comply with? But quite a few comply by having a website, yet do not comply with the spirit of the provision. Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf2) Join the preparatory course for the S...

Provision 13.2 says, “The company discloses in its annual report its strategy and key areas of focus in relation to the management of stakeholder relationships during the reporting period.”This now appears within the Annual Reports and the Sustainability Reports. How so?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf2) Join the preparatory course...

Stakeholders can be very powerful and in some situations, can lead to companies being boycotted or even shut down by the government. Provision 13.1 says, “The company has arrangements in place to identify and engage with its material stakeholder groups and to manage its relationships with such groups.”But who are our “material stakeholders” and, bluntly put, who are “immaterial”? Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/med...

Principle 13 touches on a strongly trending issue - stakeholders, it says “The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of the company are served.”With all the focus on ESG, this is now becoming a vital section of the Code.Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/co...

Provision 12.3 says, "The company’s investor relations policy sets out the mechanism through which shareholders may contact the company with questions and through which the company may respond to such questions."This is clear-cut, if companies allow for customers to easily contact them, how much more so should they allow shareholders to do so!Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governa...

Provision 12.2 elaborates, “The company has in place an investor relations policy which allows for an ongoing exchange of views so as to actively engage and promote regular, effective and fair communication with shareholders.”We breakdown the words regular, effective and fair - what do they mean?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf2) Join th...

Provision 12.1 says, “The company provides avenues for communication between the Board and all shareholders, and discloses in its annual report the steps taken to solicit and understand the views of shareholders”What avenues are there for he Board to further engage with shareholders? How does UOB engage, even with the smaller retail investors? Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-g...

Principle 12 is an interesting one, “The company communicates regularly with its shareholders and facilitates the participation of shareholders during general meetings and other dialogues to allow shareholders to communicate their views on various matters affecting the company.”Aren't interactions at shareholders meeting sufficient? What "other dialogues" is this referring to?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publ...

Provision 11.5 is also a legal requirement, it says “The company publishes minutes of general meetings of shareholders on its corporate website as soon as practicable. The minutes record substantial and relevant comments or queries from shareholders relating to the agenda of the general meeting, and responses from the Board and Management.”What were the bad practices in the past, regarding minutes, that this is meant to minimize?Show Notes1) Download the Singapore Code of Corporate Gover...

Provision 11.6 says“The company has a dividend policy and communicates it to shareholders”Companies obviously worry that setting a policy is just setting unreasonable unexpectations, after all, who can predict the future? While that is true, the benefits outweight the costs of such a disclosure. Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf2) Join th...

Provision 11.4 says “The company’s Constitution (or other constitutive documents) allow for absentia voting at general meetings of shareholders."So even when absent, shareholders can vote. How is this done in Singapore? Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf2) Join the preparatory course for the SCA examshttps://courses.learningluminaries.com/...

Provision 11.3 says “All directors attend general meetings of shareholders, and the external auditors are also present to address shareholders’ queries about the conduct of audit and the preparation and content of the auditors’ report. Directors’ attendance at such meetings held during the financial year is disclosed in the company’s annual report.”What signal is given, if some directors are missing during the General Meetings? Either that they do not care about shareholders or that they...

Provision 11.2 says “The company tables separate resolutions at general meetings of shareholders on each substantially separate issue unless the issues are interdependent and linked so as to form one significant proposal. Where the resolutions are “bundled”, the company explains the reasons and material implications in the notice of meeting.”Why is there a prevention of bundling? Isnt that more efficient? Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.m...

Provision 11.1 says“The company provides shareholders with the opportunity to participate effectively in and vote at general meetings of shareholders and informs them of the rules governing general meetings of shareholders.”The right to vote is sacrosanct for a shareholder, even if his vote will not change the outcome (as there might be a majority shareholder), he will be able to vote and have his vote recorded. Show Notes1) Download the Singapore Code of Corporate Governance belowhttps:...

Principle 11 looks at shareholders and says “The company treats all shareholders fairly and equitably in order to enable them to exercise shareholders' rights and have the opportunity to communicate their views on matters affecting the company. The company gives shareholders a balanced and understandable assessment of its performance, position and prospects”This might not be the easiest of things when we invest in a family-owned listed company!Show Notes1) Download the Singapore Code of Corpo...

Provision 10.5 does not get too much attention but is important “The AC meets with the external auditors, and with the internal auditors, in each case without the presence of Management, at least annually.”Does this provision meet all the auditors, internal and external, meet together? Or do they mean a separate meeting?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-...

Provision 10.4 states “The primary reporting line of the internal audit function is to the AC, which also decides on the appointment, termination and remuneration of the head of the internal audit function. The internal audit function has unfettered access to all the company's documents, records, properties and personnel, including the AC, and has appropriate standing within the company.”The Internal Audit is truly the right-hand man of the AC. Thus, we notice how much empowerment is devolved...

Provision 10.3 emphasizes independence by saying, “The AC does not comprise former partners or directors of the company's existing auditing firm or auditing corporation: (a) within a period of two years commencing on the date of their ceasing to be a partner of the auditing firm or director of the auditing corporation; and in any case, (b) for as long as they have any financial interest in the auditing firm or auditing corporation”But what if a person meets the letter of the law above, ...

Provision 10.2, discusses AC composition by saying “The AC comprises at least three directors, all of whom are non-executive and the majority of whom, including the AC Chairman, are independent. At least two members, including the AC Chairman, have recent and relevant accounting or related financial management expertise or experience.”Often, people are confused and think that all on the AC have to be Chartered Accountants. Can it be possible that none of them are so?Show Notes1) Download the ...

The is the second part of Provision 10.1, which continues “The duties of the AC include:(a) making recommendations to the Board on: (i) the proposals to the shareholders on the appointment and removal of external auditors; and (ii) the remuneration and terms of engagement of the external auditors;(b) reviewing the adequacy, effectiveness,...

Provision 10.1 is so long, it will be broken into this podcast and the next. The first part of it reads “The duties of the AC include:(a) reviewing the significant financial reporting issues and judgements so as to ensure the integrity of the financial statements of the company and any announcements relating to the company's financial performance;(b) &...

Principle 10 might just be the shortest one ever “The Board has an Audit Committee ("AC") which discharges its duties objectively.”This is noteworthy as the Audit Committee is the only one that has a Principle specifically requiring its formation. Why is it so important?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf2) Join the preparatory course ...

Provision 9.2 says “The Board requires and discloses in the company’s annual report that it has received assurance from: a) the CEO and the Chief Financial Officer (“CFO”) that the financial records have been properly maintained and the financial statements give a true and fair view of the company's operations and finances; andb) the CEO and other key management personnel who are responsible, regarding the adequacy and effectiveness of the company's ...

Provision 9.1 talks about a Committee that some may not have heard of, “The Board determines the nature and extent of the significant risks which the company is willing to take in achieving its strategic objectives and value creation. The Board sets up a Board Risk Committee to specifically address this, if appropriate"Is the Board Risk Committee compulsory? Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publication...

Principle 9 says “The Board is responsible for the governance of risk and ensures that Management maintains a sound system of risk management and internal controls, to safeguard the interests of the company and its shareholders”So while people often like to blame the CEO when a firm blows up, we see that the Board is ultimately responsible! How does it carry out its role in risk, despite not being present day-to-day?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps:/...

Provision 8.3 closes some hanky panky loopholes, “The company discloses in its annual report all forms of remuneration and other payments and benefits, paid by the company and its subsidiaries to directors and key management personnel of the company. It also discloses details of employee share schemes.”So payments from subsidiaries were a loophole exploited. But Employee Share Schemes, arent they legitimate? Why is it mentioned here?Show Notes1) Download the Singapore Code of Corporate Govern...

Provision 8.2 gets personal “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.”Heard of the good-f...

Provision 8.1 goes deeper into disclosures “The company discloses in its annual report the policy and criteria for setting remuneration, as well as names, amounts and breakdown of remuneration of: each individual director and the CEO; and at least the top five key management personnel (who are not directors or the CEO) in bands no wider than S$250,000 and in aggregate the total remuneration paid to these key management personnel."Some firms are very reluctant to disclose remuneratio...

Principle 8 says “The company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation.”What does it mean to disclose the relationships between remuneration, performance and value creation?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised...

Provision 7.3 reminds us of the goal of remuneration “Remuneration is appropriate to attract, retain and motivate the directors to provide good stewardship of the company// and key management personnel to successfully manage the company for the long term."How did Tesla really adopt the logic in this, when creating a pay package for Elon Musk? Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corpor...

While the spotlight is usually on Executive Director remuneration, Provision 7.2 takes a while to look at someone else “The remuneration of non-executive directors is appropriate to the level of contribution, taking into account factors such as effort, time spent, and responsibilities.”Should NEDs be compensated with shares? What are the benefits and risks to so doing?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications...

Provision 7.1 goes “A significant and appropriate proportion of executive directors’ and key management personnel’s remuneration is structured so as to link rewards to corporate and individual performance. Performance-related remuneration is aligned with the interests of shareholders and other stakeholders and promotes the long-term success of the company”How do we link rewards to individual performance, especially if the role is one of control - such as a Chief Risk Officer?Show Notes1) Down...

Principle 7 lays it out,“The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the company, taking into account the strategic objectives of the company.”What do the key terms in this mean? How do the Provisions build on it?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug...

We may already find it predictable, there usually is a closing provision that addresses disclosure requirements. Provision 6.4 says “The company discloses the engagement of any remuneration consultants and their independence in the company’s annual report”How are local companies doing in such disclosures?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023...

Provision 6.3 says “The RC considers all aspects of remuneration, including termination terms, to ensure they are fair.”But what exactly is fair? How can we determine it?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf2) Join the preparatory course for the SCA examshttps://courses.learningluminaries.com/courses/sca-business-valuation-governance

It is interesting that on his journey to becoming the world’s richest man, the large pay package of Elon Musk was the object of a lawsuit. A shareholder claimed that the Tesla Board did not independently craft the remuneration package but was unduly influenced by Elon Musk. This debate on independence leads us nicely to Provision 6.2 which says “The RC comprises at least three directors. All members of the RC are non-executive directors, the majority of whom, including the RC Chairman, a...

Provision 6.1 states “The Board establishes a Remuneration Committee ("RC") to review and make recommendations to the Board on:i) a framework of remuneration for the Board and key management personnel; andii) the specific remuneration packages for each director as well as for the key management personnel."What is a framework of remuneration? How does it cover the short-term and the long -term horizons of a firm?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www....

Principle 6 touches on a controversial subject - money. “The Board has a formal and transparent procedure for developing policies on director and executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration"How can the Board ensure its remuneration policies are defensible?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/m...

Provision 5.2 ends this section with “The company discloses in its annual report how the assessments of the Board, its board committees and each director have been conducted, including the identity of any external facilitator and its connection, if any, with the company or any of its directors.This is all about disclosure, some firms inspire confidence with their disclosures, while others inspire caution. We talk about some examples here!Show Notes1) Download the Singapore Code of Corpo...

Provision 5.1 states “The NC recommends for the Board’s approval the objective performance criteria and process for the evaluation of the effectiveness of the Board as a whole, and of each board committee separately, as well as the contribution by the Chairman and each individual director to the Board.”How is the NC to come up with objective performance criteria to evaluate the Board? Again, how is the self-review conflict to be resolved?Show Notes1) Download the Singapore Code of Corporate G...

Principle 5 is a weighty one, “The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board committees and individual directors.”But wouldn't the Board be assessing itself, making it a clear self-review threat? We discuss that in this episode!Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf2) Join the pr...

Provision 4.5 states “The NC ensures that new directors are aware of their duties and obligations. The NC also decides if a director is able to and has been adequately carrying out his or her duties as a director of the company. The company discloses in its annual report the listed company directorships and principal commitments of each director, and where a director holds a significant number of such directorships and commitments, it provides the NC’s and Board’s reasoned assessment of...

Provision 4.4 is yet another bumper clause,“The NC determines annually, and as and when circumstances require, if a director is independent, having regard to the circumstances set forth in Provision 2.1. Directors disclose their relationships with the company, its related corporations, its substantial shareholders or its officers, if any, which may affect their independence, to the Board. If the Board, having taken into account the views of the NC, determines that such directors are independe...

Provision 4.3 says “The company discloses the process for the selection, appointment and re- appointment of directors to the Board, including the criteria used to identify and evaluate potential new directors and channels used in searching for appropriate candidates in the company’s annual report.”How does Comfort Delgro's disclose its Director processes? In what ways is showcasing a fairly typical disclosure?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://...

Provision 4.2 discusses the composition of the Nominating Committee, saying “The NC comprises at least three directors, the majority of whom, including the NC Chairman, are independent. The lead independent director, if any, is a member of the NC.”Can an Executive Director be on the NC? What if we need him for industry knowledge and input?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-...

Provision 4.1 is the longest clause, ever: The Board establishes a Nominating Committee (“NC”) to make recommendations to the Board on relevant matters relating to:1) the review of succession plans for directors, in particular the appointment and/or replacement of the Chairman, the CEO and key management personnel2) the process and criteria for evaluation of the performance of the Board, it...

Principle 4 is a very fundamental one, it says “The Board has a formal and transparent process for the appointment and re- appointment of directors, taking into account the need for progressive renewal of the Board.”Sunshine is the best antiseptic, with transparency leading to better appointments. If the Board is well-balanced and competent, might replacements still be needed? Why fix what isn't broken?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas...

Provision 3.3 goes on for a while “The Board has a lead independent director to provide leadership in situations where the Chairman is conflicted, and especially when the Chairman is not independent. The lead independent director is available to shareholders where they have concerns and for which contact through the normal channels of communication with the Chairman or Management are inappropriate or inadequate.”The Lead Independent Director can be a vital counter-balance. In what situations ...

Provision 3.2 is a short one “The Board establishes and sets out in writing the division of responsibilities between the Chairman and the CEO.”Learn how some firms even set out "Authority Grids" to clearly demarcate the responsibilities of the Chairman and CEO.Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf2) Join the preparatory course for the SCA exa...

Provision 3.1. touches on what is considered best practice in many countries, it says “The Chairman and the Chief Executive Officer (“CEO”) are separate persons to ensure an appropriate balance of power, increased accountability, and greater capacity of the Board for independent decision making.”How is it possible to have two separate persons as CEO and Chairman, yet not be compliant with the spirit of the Code?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www....

Principle 3 requires this of firms “There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making.”One person having a dual role brings expediency to decision making. What would be the cost-benefit analysis to the above principle?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-...

Provision 2.5 states that “Non-executive directors and/or independent directors, led by the independent Chairman or other independent director as appropriate, meet regularly without the presence of Management. The chairman of such meetings provides feedback to the Board and/or Chairman as appropriate.”This raises eyebrows - is this asking Directors to go behind the back of management? Will discussion details be shared with management?Show Notes1) Download the Singapore Code of Corporate Gover...

Provision 2.4 is a long one “The Board and board committees are of an appropriate size, and comprise directors who as a group provide the appropriate balance and mix of skills, knowledge, experience, and other aspects of diversity such as gender and age, so as to avoid groupthink and foster constructive debate.The board diversity policy and progress made towards implementing the board diversity policy, including objectives, are disclosed in the company’s annual report”What is a correct ...

Provision 2.3. requires that “Non-executive directors make up a majority of the Board”However, there is a common confusion between Non-Executive Directors and Independent Directors - what is the difference?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf2) Join the preparatory course for the SCA examshttps://courses.learningluminaries.com/courses/sca-bu...

Why is the title of an Independent Director so important? Provision 2.2. gives the answer by saying “Independent directors make up a majority of the Board where the Chairman is not independent”However, what proportion of the Board would need to be Independent Directors if the Chairman is actually independent? Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-ja...

Provision 2.1 is commonly referenced, it says “An "independent" director is one who is independent in conduct, character and judgement, and has no relationship with the company, its related corporations, its substantial shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director's independent business judgement in the best interests of the company.”Listen in to the various relationships that are deemed to impair independence an...

Principle 2 writes that “The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company.”This gives a hint that independence can be shown up by the decisions made - is it in the best interests of the company? However, what exactly is the "best interest" of the company?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and...

Provision 1.7 says, “Directors have separate and independent access to management, the company secretary, and external advisers (where necessary) at the company’s expense. The appointment and removal of the company secretary is a decision of the Board as a whole.”The Board has various independent avenues for information gathering. Interestingly, the company secretary is mentioned here, what does that role entail? Why must the removal of the secretary be done by the Board as a whole?Show...

Provision 1.6 is brief, “Management provides directors with complete, adequate and timely information prior to meetings and on an on-going basis to enable them to make informed decisions and discharge their duties and responsibilities.”How are directors to know if they information is adequate and complete? If management leaves out an important detail, will a director be able to identify the omission?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.go...

Provision 1.5 says “Directors attend and actively participate in Board and board committee meetings. The number of such meetings and each individual director’s attendances at such meetings are disclosed in the company’s annual report. Directors with multiple board representations ensure that sufficient time and attention are given to the affairs of each company"This provision speaks of the need to ensure sufficient time for meeting attendance and active participation within each firm. F...

Provision 1.4 goes like this “Board committees, including Executive Committees (if any), are formed with clear written terms of reference setting out their compositions, authorities and duties, including reporting back to the Board. The names of the committee members, the terms of reference, any delegation of the Board’s authority to make decisions, and a summary of each committee’s activities, are disclosed in the company’s annual report.”The Board of Directors will often delegate deci...

Provision 1.3 is a straightforward one “The Board decides on matters that require its approval and clearly communicates this to Management in writing. Matters requiring board approval are disclosed in the company’s annual report.” Which vital items are usually reserved for the Board's approval? Is a Board's approval always final or might it require further approvals from others? Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news...

Provision 1.2 reads “Directors understand the company’s business as well as their directorship duties. Directors are provided with opportunities to develop and maintain their skills and knowledge at the company’s expense. The induction, training and development provided to new and existing directors are disclosed in the company’s annual report."If a Director does not have the relevant industry background, how much understanding must he attain so as to discharge his duties? How does a fi...

Provision 1.1 is a chunky one "Directors are fiduciaries who act objectively in the best interests of the company and hold management accountable for performance. The Board puts in place a code of conduct and ethics, sets the appropriate tone-from–the-top, organizational culture and ensures accountability within the company. Directors facing conflicts of interest recuse themselves from discussions and decisions involving the issues of conflict"So if there is a controlling shareholder, a...

Principle 1 states that “The company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the company.” How does the Board work with Management? And how does it contribute to the firm's long-term success?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf2) Join the preparatory course for ...

What happens if a firm is in breach of Provision 3.1 , which states that the Chairman and CEO should be separate person? In what sense must the firm "comply or explain"?Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf2) Join the preparatory course for the SCA examshttps://courses.learningluminaries.com/courses/sca-business-valuation-governance

Who is the main target audience for the Corporate Governance Code? What are the differences between Principles and Provisions?What if a firm is non-compliant with a provision? The next episode looks at that so do listen to them both together!Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf2) Join the preparatory course for the SCA examshttps://courses.l...

No one does a podcast on the Singapore Code of Corporate Governance, so why am I doing this? To benefit students taking the Singapore Chartered Accountant exams (and others studying similar things!) Exams aside, we see how Corporate Governance benefits us in other vital areas such as investing. Show Notes1) Download the Singapore Code of Corporate Governance belowhttps://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pd...