Summary Notes

S7 Office of Directors

S145(1): All companies must have at least one director who is ordinarily resident in Singapore. (where company has only one member, that sole director may also be the sole member of the company)

S201: Listed companies must have at least 3 directors since listed companies must have an audit committee comprising of at least 3 directors

S145(2): Director must be a natural person and of full age

Role of Director:

S157A: To manage or supervise the management of the business of the company

Role of Other Officers (eg. Secretary):

S171: All companies must have at least 1 company secretary.

- secretary is appointed by the directors

- person may be both secretary and director, except where company has only 1 director

*s171 and s145 => a secretary and a director are the only two types of officers required by CA

definition of officer: someone employed in executive capacity as well as receiver and manager of the property of a company OR a liquidator of the company appointed under voluntary winding up

TYPES OF DIRECTORS

1. Executive Directors

A person who is both a director and a full-time employee of the company

- CEO: in charge of day-to-day management of the company, often the chairperson of board, sometimes called ‘managing' director

- * note that an employee with the title of "director" in his/ her designation is not necessarily a director. One must double check the company's registrar of directors

2. Non- Executive Directors

Directors who are not involved in the full-time management of the company and who are not employees of the company

3. Independent Directors

All executive directors are not independent directors, but not all non-executive directors are independent directors.

Directors not regarded as being independent:

- Directors who are employed by the company/ related companies for current/past 3 financial years (hence, executive directors are not independent directors)

- Directors who have an immediate family member who is/ was in the past 3 financial years, employed by the company/related companies as a senior executive office whose remuneration is determined by the remuneration committee or board

- Directors who/ have immediate family members who accept any compensation from the company/ related