The Singapore Exchange Listing Rules require listed companies to describe in the annual reports their corporate governance practices with specific reference to the principles of the Code, as well as disclose and explain any deviation from any guideline of the Code. Companies are also encouraged to make a positive confirmation at the start of the corporate governance section of the annual report that they have adhered to the principles and guidelines of the Code, or specify each area of non-compliance. Many of these guidelines are recommendations for companies to disclose their corporate governance arrangements. For ease of reference, the specific principles and guidelines in the Code for disclosure are set out below:
• Delegation of authority, by the Board to any Board Committee, to make decisions on certain board matters | Guideline 1.3 |
• The number of board and board committee meetings held in the year, as well as the attendance of every board member at these meetings | Guideline 1.4 |
• The type of material transactions that require board approval under internal guidelines | Guideline 1.5 |
• Where the company considers a director to be independent in spite of the existence of a relationship as stated in the Code that would otherwise deem him as non-independent, the nature of the director's relationship and the reason for considering him as independent should be disclosed | Guideline 2.2 |
• Relationship between the Chairman and CEO where they are related to each other6 | Guideline 3.1 |
• Composition of nominating committee | Guideline 4.1 |
• Process for the selection and appointment of new directors to the board | Guideline 4.5 |
• Key information regarding directors, which directors are executive, non-executive or considered by the nominating committee to be independent | Guideline 4.6 |
• Process for assessing the effectiveness of the Board as a whole and the contribution of each individual director to the effectiveness of the Board | Guideline 5.1 |
• Clear disclosure of its remuneration policy, level and mix of remuneration, procedure for setting remuneration and link between remuneration paid to directors and key executives, and performance | Principle 9 |
• Composition of remuneration committee | Guideline 9.1 |
• Names and remuneration of each director. The disclosure of remuneration should be in bands of S$250,000. There will be a breakdown (in percentage terms) of each director's remuneration earned through base/fixed salary, variable or performance-related income/bonuses, benefits in kind, and stock options granted and other long-term incentives. | Guideline 9.2 |
• Names and remuneration of at least the top 5 key executives (who are not also directors). The disclosure should be in bands of S$250,000 and include a breakdown of remuneration. | Guideline 9.2 |
• Remuneration of employees who are immediate family members of a director or the CEO, and whose remuneration exceed S$150,000 during the year. The disclosure should be made in bands of $250,000 and include a breakdown of remuneration. | Guideline 9.3 |
• Details of employee share schemes | Guideline 9.4 |
• Composition of audit committee and details of the committee's activities | Guideline 11.8 |
• Adequacy of internal controls, including financial, operational and compliance controls, and risk management systems | Guideline 12.2 |
6 As defined in the Listing Manual of the Singapore Exchange to mean the spouse, child, adopted child, stepchild, brother, sister and parent.