Singapore Corporate Governance Mon, 27 Apr 2026 10:12:11 -0400 https://tllscabg.buzzsprout.com en © 2026 Singapore Corporate Governance yes 3bda1d19-8efb-5cca-a19e-687a32cfa195 irwin@learningluminarium.com Irwin Luo episodic false This targets all who are keen in a breakdown of Singapore's Code of Corporate Governance and welcomes all with an interest in governance!  

It is especially to assist candidates in preparing for the Singapore Chartered Accountant exams, with the module of Business Value, Risk and Governance. 

Enjoy SCAQ Success In My Course :
https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Buzzsprout (https://www.buzzsprout.com) Irwin Luo irwin@learningluminarium.com https://storage.buzzsprout.com/57d3lym0gdzos4p89at0cehgtuka?.jpg Singapore Corporate Governance SingPost: Old World Business Disruption x M&A Missteps SingPost: Old World Business Disruption x M&A Missteps How is one to manage  A.I.'s disruptive threat to our industry?

If we see that A.I. is but the latest in the stream of technology to do so, we appreciate how history provides instructive lessons in the value of Governance in handling change.

In this podcast, we explore what happens when the Singapore's postal giant , SingPost, confronts the future where most communication is done online and the use of post goes into terminal decline.

How does poor Governance handicap a firm in its transition? Is a recovery possible?

In this podcast, we have the distinct pleasure of chatting with Prof Mak of NUS, a keen observer of SingPost and its travails.

Useful Time Stamps

00:01 - 16:30
SingPost's Disruption, M&A Scandals and Governance

16:30 - 53:17
Interview with Prof Mak on Insights into SingPost and Singapore's Governance Landscape


Show Notes

Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

]]> How is one to manage  A.I.'s disruptive threat to our industry?

If we see that A.I. is but the latest in the stream of technology to do so, we appreciate how history provides instructive lessons in the value of Governance in handling change.

In this podcast, we explore what happens when the Singapore's postal giant , SingPost, confronts the future where most communication is done online and the use of post goes into terminal decline.

How does poor Governance handicap a firm in its transition? Is a recovery possible?

In this podcast, we have the distinct pleasure of chatting with Prof Mak of NUS, a keen observer of SingPost and its travails.

Useful Time Stamps

00:01 - 16:30
SingPost's Disruption, M&A Scandals and Governance

16:30 - 53:17
Interview with Prof Mak on Insights into SingPost and Singapore's Governance Landscape


Show Notes

Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

]]> Irwin Luo Buzzsprout-14130869 Tue, 12 Dec 2023 11:00:00 +0800 3196 2 2 full false Hyflux's Collapse: Governance Lessons + An Interview with Prof Mak Hyflux's Collapse: Governance Lessons + An Interview with Prof Mak 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 those interested in how governance plays out in the Singaporean/Asian context.

Useful Time Stamps

00:01 - 10:30 
Hyflux's Reasons for Collapse & Governance Issues

10:30 - 52:01
Interview with Prof Mak on Insights into Hyflux and Singapore's Governance Landscape


Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-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 those interested in how governance plays out in the Singaporean/Asian context.

Useful Time Stamps

00:01 - 10:30 
Hyflux's Reasons for Collapse & Governance Issues

10:30 - 52:01
Interview with Prof Mak on Insights into Hyflux and Singapore's Governance Landscape


Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> Irwin Luo Buzzsprout-13262917 Fri, 21 Jul 2023 21:00:00 +0800 3121 2 1 full false We Made It! The End of The Code. We Made It! The End of The Code. 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 improvement in audio quality throughout the podcast journey well making a podcast was a lot more difficult than I thought a lot more technical and audio engineering these were things way out of my domain but it was a fun learning journey for me.

 What’s next? Well, remember we spoke of illuminating the value of the provisions via stories of firms? That’s the next goal, to bring you stories that really impress on us how vital corporate governance is to a firm’s success and even its survival. That is one big endeavor, stay tuned!


Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> 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 improvement in audio quality throughout the podcast journey well making a podcast was a lot more difficult than I thought a lot more technical and audio engineering these were things way out of my domain but it was a fun learning journey for me.

 What’s next? Well, remember we spoke of illuminating the value of the provisions via stories of firms? That’s the next goal, to bring you stories that really impress on us how vital corporate governance is to a firm’s success and even its survival. That is one big endeavor, stay tuned!


Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> Irwin Luo Buzzsprout-12566254 Sun, 02 Apr 2023 08:00:00 +0800 153 1 69 full false EP68: Provision 13.3 Corporate Website EP68: Provision 13.3 Corporate Website Provision 13.3 says,

“The company maintains a current corporate website to communicate and engage with stakeholders

Is 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> Provision 13.3 says,

“The company maintains a current corporate website to communicate and engage with stakeholders

Is 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> Irwin Luo Buzzsprout-12566248 Sun, 02 Apr 2023 08:00:00 +0800 156 1 68 full false EP67: Provision 13.2 Disclosure on Stakeholders EP67: Provision 13.2 Disclosure on Stakeholders 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

3) Singtel Sustainability Report
https://www.singtel.com/content/dam/singtel/about-us/sustainability/reports/Singtel-Group-Sustainability-Report-2022.pdf

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

3) Singtel Sustainability Report
https://www.singtel.com/content/dam/singtel/about-us/sustainability/reports/Singtel-Group-Sustainability-Report-2022.pdf

]]> Irwin Luo Buzzsprout-12566247 Sun, 02 Apr 2023 08:00:00 +0800 169 1 67 full false EP66: Provision 13.1 Identifying & Engaging Stakeholders EP66: Provision 13.1 Identifying & Engaging Stakeholders 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> Irwin Luo Buzzsprout-12566245 Sun, 02 Apr 2023 08:00:00 +0800 156 1 66 full false EP65: Principle 13 Managing Stakeholder Relationships EP65: Principle 13 Managing Stakeholder Relationships 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> Irwin Luo Buzzsprout-12566243 Sun, 02 Apr 2023 08:00:00 +0800 170 1 65 full false EP64: Provision 12.3 Shareholders Contact Process EP64: Provision 12.3 Shareholders Contact Process 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> Irwin Luo Buzzsprout-12566238 Sun, 02 Apr 2023 08:00:00 +0800 101 1 64 full false EP63: Provision 12.2 Investor Relations Policy EP63: Provision 12.2 Investor Relations Policy 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance  

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance  

]]> Irwin Luo Buzzsprout-12566234 Sun, 02 Apr 2023 08:00:00 +0800 144 1 63 full false EP62: Provision 12.1 Soliciting Shareholder Views EP62: Provision 12.1 Soliciting Shareholder Views 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> Irwin Luo Buzzsprout-12566232 Sun, 02 Apr 2023 08:00:00 +0800 139 1 62 full false EP61: Principle 12 Engagement with Shareholders EP61: Principle 12 Engagement with Shareholders 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> Irwin Luo Buzzsprout-12566226 Sun, 02 Apr 2023 08:00:00 +0800 126 1 61 full false EP59: Provision 11.5 Publishing of Minutes EP59: Provision 11.5 Publishing of Minutes 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> Irwin Luo Buzzsprout-12566221 Sun, 02 Apr 2023 08:00:00 +0800 108 1 59 full false EP60: Provision 11.6 Communicating Dividend Policy EP60: Provision 11.6 Communicating Dividend Policy 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> Irwin Luo Buzzsprout-12560444 Sat, 01 Apr 2023 16:00:00 +0800 160 1 60 full false EP58: Provision 11.4 Absentia Voting EP58: Provision 11.4 Absentia Voting 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560442 Sat, 01 Apr 2023 16:00:00 +0800 154 1 58 full false EP57: Provision 11.3 General Meeting Attendance EP57: Provision 11.3 General Meeting Attendance 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 worry about the questionings during such meetings. 

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 worry about the questionings during such meetings. 

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560439 Sat, 01 Apr 2023 16:00:00 +0800 117 1 57 full false EP56: Provision 11.2 Meeting Resolutions EP56: Provision 11.2 Meeting Resolutions 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560436 Sat, 01 Apr 2023 16:00:00 +0800 178 1 56 full false EP55: Provision 11.1 General Meetings EP55: Provision 11.1 General Meetings 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

 

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

 

]]> Irwin Luo Buzzsprout-12560423 Sat, 01 Apr 2023 16:00:00 +0800 142 1 55 full false EP54: Principle 11 Shareholder Rights & Engagement EP54: Principle 11 Shareholder Rights & Engagement 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560416 Sat, 01 Apr 2023 16:00:00 +0800 153 1 54 full false EP53: Provision 10.5 AC & AUDITORS MEETINGS EP53: Provision 10.5 AC & AUDITORS MEETINGS 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> Irwin Luo Buzzsprout-12560412 Sat, 01 Apr 2023 16:00:00 +0800 172 1 53 full false EP52: Provision 10.4 AC & Internal Audit EP52: Provision 10.4 AC & Internal Audit 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 to it.

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 to it.

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560405 Sat, 01 Apr 2023 15:00:00 +0800 153 1 52 full false EP51: Provision 10.3 AC & Auditor Relationships EP51: Provision 10.3 AC & Auditor Relationships 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, has a background once being a long-standing partner of the audit firm? 

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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, has a background once being a long-standing partner of the audit firm? 

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560404 Sat, 01 Apr 2023 15:00:00 +0800 164 1 51 full false EP50: Provision 10.2 AC Composition EP50: Provision 10.2 AC Composition 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560210 Sat, 01 Apr 2023 13:00:00 +0800 170 1 50 full false EP49: Provision 10.1b Duties of AC EP49: Provision 10.1b Duties of AC 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, independence, scope and results of the external audit and the company’s internal audit function; and
(c)                      reviewing the policy and arrangements for concerns about possible improprieties in financial reporting or other matters to be safely raised, independently investigated and appropriately followed up on. The company publicly discloses, and clearly communicates to employees, the existence of a whistle-blowing policy and procedures for raising such concerns."

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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, independence, scope and results of the external audit and the company’s internal audit function; and
(c)                      reviewing the policy and arrangements for concerns about possible improprieties in financial reporting or other matters to be safely raised, independently investigated and appropriately followed up on. The company publicly discloses, and clearly communicates to employees, the existence of a whistle-blowing policy and procedures for raising such concerns."

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560205 Sat, 01 Apr 2023 13:00:00 +0800 190 1 49 full false EP48: Provision 10.1a Duties of AC EP48: Provision 10.1a Duties of AC 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)                      reviewing at least annually the adequacy and effectiveness of the company's internal controls and risk management systems;

(c)                     reviewing the assurance from the CEO and the CFO on the financial records and financialstatements;"

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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)                      reviewing at least annually the adequacy and effectiveness of the company's internal controls and risk management systems;

(c)                     reviewing the assurance from the CEO and the CFO on the financial records and financialstatements;"

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560197 Sat, 01 Apr 2023 13:00:00 +0800 200 1 48 full false EP47: Principle 10 Audit Committee EP47: Principle 10 Audit Committee 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560194 Sat, 01 Apr 2023 13:00:00 +0800 118 1 47 full false EP46: Provision 9.2 Disclosure on Risk Assurances EP46: Provision 9.2 Disclosure on Risk Assurances 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; and

b)     the CEO and other key management personnel who are responsible, regarding the adequacy and effectiveness of the company's risk management and internal control systems."

Is this to just be a simple boiler plate disclosure? How does Singtel go in-depth and disclose on such matters?

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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; and

b)     the CEO and other key management personnel who are responsible, regarding the adequacy and effectiveness of the company's risk management and internal control systems."

Is this to just be a simple boiler plate disclosure? How does Singtel go in-depth and disclose on such matters?

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560175 Sat, 01 Apr 2023 13:00:00 +0800 150 1 46 full false EP45: Provision 9.1 Board Risk Committee EP45: Provision 9.1 Board Risk Committee 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560166 Sat, 01 Apr 2023 13:00:00 +0800 184 1 45 full false EP44: Principle 9 Risk Management & Internal Controls EP44: Principle 9 Risk Management & Internal Controls 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560148 Sat, 01 Apr 2023 13:00:00 +0800 179 1 44 full false EP43: Provision 8.3 Employee Share Schemes EP43: Provision 8.3 Employee Share Schemes 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560142 Sat, 01 Apr 2023 13:00:00 +0800 150 1 43 full false EP42: Provision 8.2 Related Party Remuneration EP42: Provision 8.2 Related Party Remuneration 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-for-nothing CEO's son who has a plush role as "Social Media Strategist" in the firm and drawing a salary of $200,000? Guess what, his salary has to be disclosed and the arrangment comes under scrutiny!

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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-for-nothing CEO's son who has a plush role as "Social Media Strategist" in the firm and drawing a salary of $200,000? Guess what, his salary has to be disclosed and the arrangment comes under scrutiny!

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560129 Sat, 01 Apr 2023 13:00:00 +0800 157 1 42 full false EP41: Provision 8.1 Breakdowns of Remuneration EP41: Provision 8.1 Breakdowns of Remuneration 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 remuneration details as they deem it a loss of privacy and competitiveness. However, this is soon becoming mandatory!

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 remuneration details as they deem it a loss of privacy and competitiveness. However, this is soon becoming mandatory!

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560113 Sat, 01 Apr 2023 12:00:00 +0800 182 1 41 full false EP40: Principle 8 Disclosure on Remuneration EP40: Principle 8 Disclosure on Remuneration 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12560105 Sat, 01 Apr 2023 12:00:00 +0800 230 1 40 full false EP39: Provision 7.3 Remuneration of NEDs EP39: Provision 7.3 Remuneration of NEDs 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

 




]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

 




]]> Irwin Luo Buzzsprout-12540466 Wed, 29 Mar 2023 20:00:00 +0800 167 1 39 full false EP 38: Provision 7.2 Remuneration of NEDs EP 38: Provision 7.2 Remuneration of NEDs 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

 

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

 

]]> Irwin Luo Buzzsprout-12540459 Wed, 29 Mar 2023 20:00:00 +0800 173 1 38 full false EP37: Provision 7.1 Level & Mix of Remuneration EP37: Provision 7.1 Level & Mix of Remuneration 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

 

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

 

]]> Irwin Luo Buzzsprout-12540454 Wed, 29 Mar 2023 20:00:00 +0800 173 1 37 full false EP36: Principle 7 Level & Mix of Remuneration EP36: Principle 7 Level & Mix of Remuneration 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

 

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

 

]]> Irwin Luo Buzzsprout-12540444 Wed, 29 Mar 2023 20:00:00 +0800 161 1 36 full false EP35: Provision 6.4 Remuneration Policies EP35: Provision 6.4 Remuneration Policies 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

 

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

 

]]> Irwin Luo Buzzsprout-12540439 Wed, 29 Mar 2023 20:00:00 +0800 154 1 35 full false EP34: Provision 6.3 Remuneration Policies EP34: Provision 6.3 Remuneration Policies 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

 

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

 

]]> Irwin Luo Buzzsprout-12540436 Wed, 29 Mar 2023 20:00:00 +0800 178 1 34 full false EP33: Provision 6.2 Remuneration Policies EP33: Provision 6.2 Remuneration Policies 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, are independent.”

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://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, are independent.”

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

 

]]> Irwin Luo Buzzsprout-12540428 Wed, 29 Mar 2023 20:00:00 +0800 154 1 33 full false EP32: Provision 6.1 Remuneration Policies EP32: Provision 6.1 Remuneration Policies 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; and
ii) 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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; and
ii) 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12531483 Tue, 28 Mar 2023 15:00:00 +0800 170 1 32 full false EP31: Principle 6 Remuneration Policies EP31: Principle 6 Remuneration Policies 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12531478 Tue, 28 Mar 2023 15:00:00 +0800 142 1 31 full false EP30: Provision 5.2 Disclosure of Board Assessment EP30: Provision 5.2 Disclosure of Board Assessment 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12531468 Tue, 28 Mar 2023 15:00:00 +0800 200 1 30 full false EP29: Provision 5.1 NC’s Evaluation of Board EP29: Provision 5.1 NC’s Evaluation of Board 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12531460 Tue, 28 Mar 2023 15:00:00 +0800 209 1 29 full false EP28: Principle 5 Board Performance Assessment EP28: Principle 5 Board Performance Assessment 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12530563 Tue, 28 Mar 2023 11:00:00 +0800 153 1 28 full false EP27: Provision 4.5 Disclosure of Director Relationships EP27: Provision 4.5 Disclosure of Director Relationships 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 the ability of the director to diligently discharge his or her duties.”

Surprisingly, we learn that new directors may not know what they signed up for! Also, how many Directorships would mean a Director is too stretched? Singtel tries to shed some light on that!

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 the ability of the director to diligently discharge his or her duties.”

Surprisingly, we learn that new directors may not know what they signed up for! Also, how many Directorships would mean a Director is too stretched? Singtel tries to shed some light on that!

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12464493 Sat, 18 Mar 2023 12:00:00 +0800 191 1 27 full false EP26: Provision 4.4 Disclosure of Director Relationships EP26: Provision 4.4 Disclosure of Director Relationships 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 independent notwithstanding the existence of such relationships, the company discloses the relationships and its reasons in its annual report.”

How does a Singtel Director disclose her potential conflicts of interest? Does this mean she can no longer be an Independent Director?

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 independent notwithstanding the existence of such relationships, the company discloses the relationships and its reasons in its annual report.”

How does a Singtel Director disclose her potential conflicts of interest? Does this mean she can no longer be an Independent Director?

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12464488 Sat, 18 Mar 2023 12:00:00 +0800 167 1 26 full false EP25: Provision 4.3 Disclosure of Appointment Process EP25: Provision 4.3 Disclosure of Appointment Process 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12464480 Sat, 18 Mar 2023 12:00:00 +0800 167 1 25 full false EP24: Provision 4.2 NC Composition EP24: Provision 4.2 NC Composition 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12464476 Sat, 18 Mar 2023 12:00:00 +0800 145 1 24 full false EP23: Provision 4.1 Duties of Nominating Committee EP23: Provision 4.1 Duties of Nominating Committee 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 personnel
2)    the process and criteria for evaluation of the performance of the Board, its board committees and directors;
3)    the review of training and professional development programmes for the Board and its directors; and
4)    the appointment and re-appointment of directors (including alternate directors, if any)

This clause emphasises the heavy responsibility on the Nominating Committee and helps us understand why it has to be filled with excellent Directors.

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-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 personnel
2)    the process and criteria for evaluation of the performance of the Board, its board committees and directors;
3)    the review of training and professional development programmes for the Board and its directors; and
4)    the appointment and re-appointment of directors (including alternate directors, if any)

This clause emphasises the heavy responsibility on the Nominating Committee and helps us understand why it has to be filled with excellent Directors.

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12464467 Sat, 18 Mar 2023 12:00:00 +0800 185 1 23 full false EP22: Principle 4 Board Membership EP22: Principle 4 Board Membership 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12464461 Sat, 18 Mar 2023 12:00:00 +0800 164 1 22 full false EP21: Provision 3.3 Lead Independent Director EP21: Provision 3.3 Lead Independent Director 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 is that so? How does he act as a counter-balance?

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 is that so? How does he act as a counter-balance?

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12464454 Sat, 18 Mar 2023 12:00:00 +0800 175 1 21 full false EP20: Provision 3.2 Writing of Division of Chair/CEO Duties EP20: Provision 3.2 Writing of Division of Chair/CEO Duties 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12464450 Sat, 18 Mar 2023 12:00:00 +0800 130 1 20 full false EP19: Provision 3.1 Chairman and CEO Separation EP19: Provision 3.1 Chairman and CEO Separation 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12464439 Sat, 18 Mar 2023 12:00:00 +0800 164 1 19 full false EP18: Principle 3 Chairman and CEO Roles EP18: Principle 3 Chairman and CEO Roles 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance 

]]> Irwin Luo Buzzsprout-12464433 Sat, 18 Mar 2023 11:00:00 +0800 160 1 18 full false EP17: Provision 2.5 Meetings without Management EP17: Provision 2.5 Meetings without Management 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12464428 Sat, 18 Mar 2023 11:00:00 +0800 126 1 17 full false EP16: Provision 2.4 Board Size; Diversity & Disclosure EP16: Provision 2.4 Board Size; Diversity & Disclosure 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 board size? How does this provision help in the underrepresentation of females in the Singapore Boardroom?

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 board size? How does this provision help in the underrepresentation of females in the Singapore Boardroom?

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12464426 Sat, 18 Mar 2023 11:00:00 +0800 173 1 16 full false EP15: Provision 2.3 Board Majority of NEDs EP15: Provision 2.3 Board Majority of NEDs 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12464420 Sat, 18 Mar 2023 11:00:00 +0800 142 1 15 full false EP14: Provision 2.2 When Chairman Is Not Independent EP14: Provision 2.2 When Chairman Is Not Independent 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance


]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance


]]> Irwin Luo Buzzsprout-12464417 Sat, 18 Mar 2023 11:00:00 +0800 141 1 14 full false EP13: Provision 2.1 Independent Directors EP13: Provision 2.1 Independent Directors 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 and how contravening them means that the title of "Independent Director" can't be accorded. 

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 and how contravening them means that the title of "Independent Director" can't be accorded. 

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12464411 Sat, 18 Mar 2023 11:00:00 +0800 157 1 13 full false EP12: Principle 2 Board Composition & Guidance EP12: Principle 2 Board Composition & Guidance 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12464401 Sat, 18 Mar 2023 11:00:00 +0800 145 1 12 full false EP11: Provision 1.7 Board Access to Mgmt; Company Secretary EP11: Provision 1.7 Board Access to Mgmt; Company Secretary 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12397799 Wed, 08 Mar 2023 12:00:00 +0800 179 1 11 full false EP10: Provision 1.6 Mgmt Provides Information to Board EP10: Provision 1.6 Mgmt Provides Information to Board 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12397777 Wed, 08 Mar 2023 12:00:00 +0800 167 1 10 full false EP9: Provision 1.5 Directors' Attendance & Participation EP9: Provision 1.5 Directors' Attendance & Participation 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. For a director, how many Board seats can they accept, before being overly-stretched?

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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. For a director, how many Board seats can they accept, before being overly-stretched?

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12397760 Wed, 08 Mar 2023 12:00:00 +0800 188 1 9 full false EP8: Provision 1.4 Board Committees; Executive Committee EP8: Provision 1.4 Board Committees; Executive Committee 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 decision-making powers to committees. However, the Board is still ultimately responsible for all decisions made. One committee that gets delegated great powers is the Executive Committee – what’s that?

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 decision-making powers to committees. However, the Board is still ultimately responsible for all decisions made. One committee that gets delegated great powers is the Executive Committee – what’s that?

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12397737 Wed, 08 Mar 2023 12:00:00 +0800 172 1 8 full false EP7: Provision 1.3 Board Reserved Matters EP7: Provision 1.3 Board Reserved Matters 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12366351 Fri, 03 Mar 2023 15:00:00 +0800 157 1 7 full false EP6: Provision 1.2 Director's Knowledge Requirements & Training EP6: Provision 1.2 Director's Knowledge Requirements & Training 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 firm keep its Directors up-to-date on the latest industry and company developments? 

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 firm keep its Directors up-to-date on the latest industry and company developments? 

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12366323 Fri, 03 Mar 2023 15:00:00 +0800 178 1 6 full false EP5: Provision 1.1 Fiduciary Duties; Conflicts of Interest EP5: Provision 1.1 Fiduciary Duties; Conflicts of Interest 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, are Directors duties towards him/her? What exactly must a Director do when there is a conflict of interest?

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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, are Directors duties towards him/her? What exactly must a Director do when there is a conflict of interest?

Show Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12366315 Fri, 03 Mar 2023 15:00:00 +0800 219 first5 1 5 full false EP4: Principle 1 (The Board's Conduct of Affairs) EP4: Principle 1 (The Board's Conduct of Affairs) 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12366302 Fri, 03 Mar 2023 15:00:00 +0800 172 first5 1 4 full false EP3: Is a Firm in Breach of the Code? EP3: Is a Firm in Breach of the Code? 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12365465 Fri, 03 Mar 2023 11:00:00 +0800 156 first5 1 3 full false EP2: An Overview of the CG Code EP2: An Overview of the CG Code 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Luo Buzzsprout-12365440 Fri, 03 Mar 2023 11:00:00 +0800 148 first5 1 2 full false EP1: Why I Am Doing This EP1: Why I Am Doing This 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> 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 Notes
1) Download the Singapore Code of Corporate Governance below

https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf

2) Join the preparatory course for the SCA exams

https://courses.learningluminaries.com/courses/sca-business-valuation-governance

]]> Irwin Buzzsprout-12318793 Fri, 24 Feb 2023 17:00:00 +0800 148 first5 1 1 full false