Directors' Good Practice Checklist
The Director’s Good Practice Checklist serves to assist you in fulfilling
your duties as a Directory of a company.
For more information on the
best practices, or for any other clarification or updates regarding
a Director’s duties, feel free to contact
us at FMG Corporate
Services.
Exercise of duty
- A director must always act honestly and in good faith in the
discharge of his duties.
- The interests of employees and shareholders must be taken into
consideration when directors exercise their powers.
- A director who is also a shareholder must distinguish between
the two roles. The duties and liabilities of both roles differ.
Contact us for assistance with this distinction, and how to address
the duties and liabilities of both roles properly.
- A director must observe the prohibition against fraudulent trading.
- It is a director’s duty to disclose potential conflicts
of interest.
Accounts & dividends
- The directors of a company must appoint auditors within three
months after the company is incorporated unless the company qualifies
for audit exemption. They must also be aware of the accounting
procedures required by the Companies Act and ensure that proper
and timely accounts are kept. The audited/unaudited accounts
must be prepared in accordance with the Financial Reporting Standards.
- Every calendar year, the directors must produce to the shareholders
the basic financial reports. The directors must hold an Annual
General Meeting (AGM) to lay the Company’s audited/unaudited
accounts before its shareholders.
- The directors must file the Company’s Annual Return with
the Accounting and Corporate Regulatory Authority (“ACRA”) within one month from the date of the AGM.
- The directors may recommend dividends.
Contact FMG Corporate
Services if you need assistance with holding your AGM, preparing & filing
of the required financial statements, and making sure all the statutory
requirements are fulfilled as per the rules and guidelines.
Shares
- The directors of private companies have the discretion to refuse
the transfer of shares but the exercise of this power must be in
the interest of the company.
Directors
- There must be at least one director in the Company. Directors must remember to notify ACRA on the changes of directors
within the stipulated time.
- The directors must appoint at least one secretary. The secretary must possess at least one of the qualifications
specified in the
Companies Act for a public company listed in Singapore.
