The Singapore Directors' Toolkit
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Foreword 01. Directors’ Legal Duties 02. Structuring an Effective Board 03. Company Leadership 04. ProductiveThe Meetings Singapore 05. Ethical Culture 06. Board’s Governance Roles and Conduct of Affairs 07. InsightfulDirectors’ Strategy Toolkit 08. Risk Management and Internal Controls 09. Boardkpmg.com.sg Committees 10. Receiving Assurance 11. Integrated Governance 12. Accountability to Shareholders 13. Stakeholder Engagement 14. Private Equity 15. Establishing a New Board 16. Managing Cybersecurity Risks 17. Corporate sustainability 18. Social media 19. Investment committees 20. Workplace safety & health 21. Appendices © 2016 KPMG Services Pte. Ltd. (Registration No: 200003956G), a Singapore incorporated company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights reserved. 1 Foreword 01. Directors’ Legal Duties Foreword 02. Structuring an Effective Board Our business environment presents an ever-changing spectrum of risks and 03. Company Leadership opportunities. The role of the director continues to be shaped by a multitude of 04. Productive Meetings forces including economic uncertainty, larger and more complex organisations, the 05. Ethical Culture increasing pace of technological innovation and digitisation, and a more rigorous 06. Board’s Governance Roles regulatory environment. At the same time there is more onus on directors to operate and Conduct of Affairs transparently and be more accountable for their actions and decisions. 07. Insightful Strategy 08. Risk Management and In Singaporean law, the board of directors is held to be rules are captured in various key instruments such Internal Controls ultimately responsible for virtually every aspect of the as The Singapore Companies Act, SGX Listing Rules company’s activities. However, it is impractical and and Singapore Code of Corporate Governance. The 09. Board Committees undesirable for a board to attempt to supervise minutia Toolkit pulls together all these requirements and is the associated with the company’s operations. only ‘one-stop’ electronic tool for Singapore directors 10. Receiving Assurance to better understand their scope of work, roles and Thus boards need to think carefully about their roles and responsibilities and hence improve board performance 11. Integrated Governance functions and not meekly accept management agendas. and decision making. 12. Accountability to Shareholders By understanding the environment and pressures the This version of the Toolkit contains additional chapters to organisation and its management face, the board and 13. Stakeholder Engagement reflect issues which have risen in importance since the audit committee (or equivalent) can assure itself that the last edition in 2014. These include Social Media, Cyber 14. Private Equity material risks are being identified and most importantly, Security, Sustainability and Workplace Health and Safety. being managed. Such an approach enables the board 15. Establishing a New Board It provides useful case studies of real-life examples on and the audit committee to exercise its responsibilities how to deal with complex and challenging issues. 16. Managing Cybersecurity Risks in an active rather than a reactive manner and minimises ‘surprises’. The board should be alert to the red flags We hope that you find this practical guide helpful to 17. Corporate sustainability or risk indicators that may impact the organisation’s improve board performance and look forward to hearing 18. Social media performance. your feedback. 19. Investment committees The Singapore Directors’ Toolkit has been developed to support Directors in this challenging role. The Toolkit, 20. Workplace safety & health in a user-friendly electronic format, cuts through the Irving Low 21. Appendices complexity of the regulatory environment whose Head of Risk Consulting © 2016 KPMG Services Pte. Ltd. (Registration No: 200003956G), a Singapore incorporated company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights reserved. DIRECTORS’ LEGAL DUTIES 2 Foreword 1. Directors’ Legal Duties 01. Directors’ Legal Duties Company directors have significant legal responsibilities. It is critical to 02. Structuring an Effective Board understand these duties, maintain compliance and continuously keep 03. Company Leadership abreast of any relevant changes to regulations and guidance. 04. Productive Meetings 05. Ethical Culture Questions that company Directors should ask 06. Board’s Governance Roles 1. Do I have adequate working knowledge of the 5. Is the Board immediately advised of queries received and Conduct of Affairs laws and regulations relevant to the company and from the SGX or other regulators? the consequences of breaching them – including 6. Are directors’ interests properly disclosed? 07. Insightful Strategy the Singapore Exchange (SGX) Listing Manual and 7. Do I understand the scope and limitations of the Singapore Code of Corporate Governance 2012 (CG directors’ and officers’ liability insurance policy? 08. Risk Management and Code)? 8. Do I understand my responsibilities relating to Internal Controls 2. Does the Board receive reports from management company insolvency? about material changes to laws, regulations, Listing 09. Board Committees Manual and CG Code? 9. Am I confident that there are mechanisms in place to detect insider trading? 10. Receiving Assurance 3. Am I fully aware of my duties and responsibilities regarding conflicts of interest? 10. Does the Company Secretary monitor compliance with the company Constitution? 11. Integrated Governance 4. Is there an effective procedure for identifying and 12. Accountability to Shareholders disclosing related party transactions and interested party transactions? 13. Stakeholder Engagement Red flags 14. Private Equity The company’s Constitution is never, or rarely, referred Insider trading by an employee is discovered, but no 15. Establishing a New Board to in Board discussions or documentation action is taken 16. Managing Cybersecurity Risks Certain directors are perceived to have conflicts of Concerns about certain directors or officers trading interest in company securities immediately before public 17. Corporate sustainability Concern that a family member of a director is a senior announcements executive of a major supplier or customer The Board ignores a solvency problem and allows 18. Social media The directors fail to act in the best interests of the the business to continue trading or fails to seek 19. Investment committees company as a whole (e.g. by having undue regard further information in relation to the accounts when a to the interests of a special interest group or major reasonable director would do so 20. Workplace safety & health shareholder) Insufficient time is paid to major decisions/ proposals or A director lets price sensitive information slip the annual financial statements 21. Appendices © 2016 KPMG Services Pte. Ltd. (Registration No: 200003956G), a Singapore incorporated company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights reserved. DIRECTORS’ LEGAL DUTIES 3 Directors’ responsibilities are regulated and guided by the SGX listing requirements Foreword following: Companies and directors of companies listed on the SGX 1 01. Directors’ Legal Duties • Companies Act (Chapter 50) [CA] must comply with the listing rules . • SGX Listing Rules [SGX LR] 02. Structuring an Effective Board The listing rules are additional obligations imposed on • Individual company’s Constitution listed companies, and govern the admission of entities 03. Company Leadership • Singapore Code of Corporate Governance 2012 [CG to the SGX Mainboard and Catalist Board, the quotation of entities’ securities, continuous disclosure obligations, 04. Productive Meetings Code]. directors’ disclosures, suspension of securities from Additionally, there is a range of other legislative and 05. Ethical Culture quotation and the removal of entities from the official list. regulatory regimes. The listing rules are enforceable against listed entities. 06. Board’s Governance Roles This includes the Banking Act, Securities and Futures and Conduct of Affairs Act (SFA), Income Tax Act, Workplace Safety and Health Key duties and responsibilities 07. Insightful Strategy Act and Environmental Protection and Management Act. A “director” is defined to include any person occupying Company directors should be well-versed with the laws, the position of director of a corporation and includes 08. Risk Management and regulations and rules applicable to the entities that they a person in accordance with whose directions or Internal Controls oversee. instructions the directors of a corporation are accustomed to act. This would include de facto, shadow, alternate, 09. Board Committees This chapter provides an overview of some of the key independent, nominee, executive and non-executive duties; however, it is not intended as a comprehensive 10. Receiving Assurance directors2. summation of all company officer and director duties. 11. Integrated Governance Directors should always seek legal advice if they are A director is responsible for providing the direction for the unsure about their legal position because circumstances company. Directors must act in good faith and