SIAS – NUS CGIO Corporate Governance (CG) Scorecard
Shareholders' Rights and Equitable Treatment
Illustrative questions
- Fundamental shareholder ownership rights, participation and voting rights:
- Does the notice to shareholder meetings provide detailed information for each item in the agenda?
- If the company has paid dividends, did the company disclose its dividend policy?
- If the company has not paid dividends, did the company disclose the reasons?
- Conduct of shareholder meetings to allow for equitable treatment of shareholders:
- Has the company appointed an independent party to count and validate the votes at the AGM? Was the name of the appointed party/scrutiniser given?
- Are shareholders given opportunities to ask questions in the most recent AGM? Are these questions and answers recorded in the minutes?
- Proper management of conflict of interest:
- Disclosure of a policy or a process which requires directors to refrain from board discussions and to recuse himself/herself where there might be apparent conflicts of interest?
Transparency and Disclosure
Illustrative questions
- Quality of annual report:
- Does the company’s annual report disclose the followings?
- Corporate objectives
- All current and past directorships and chairmanships held by directors over the last three years
- Identification of key risks and how these risks are assessed and managed
- Transparency in executive directors’ remuneration
- Did the company disclose in aggregate the total remuneration paid to the top five key executives?
- Does the company’s annual report disclose the followings?
- Transparent ownership structure:
- Does the company disclose direct and deemed shareholdings of directors?
Accountability and Audit
Illustrative questions
- Risk management and internal control systems:
- Disclosure on process and framework for monitoring and evaluating adequacy of the company’s risk management and internal control systems?
- Internal Audit:
- Does the company have a separate or outsource internal audit function?
- External Audit:
- Do Audit Committee’s duties include appointment, re-appointment and removal of the company’s external auditor?
Responsibilities of the Board
Illustrative questions
- Board independence:
- Board size?
- Proportion of independent directors on board?
- Board Duties and Responsibilities:
- How many times did the board meet during the year?
- Are roles and responsibilities of the board of directors clearly stated?
- Formal and transparent process for director appointment/re-appointment:
- Are process and criteria for selection of directors disclosed?
- Are there any disclosures on succession planning of the board and senior management?
Stakeholders’ Roles
Illustrative questions
- Stakeholder roles and rights established through law and mutual agreements upheld:
- Disclosure of health, safety, and welfare policy for the company’s employees?
- Does the company make effort to ensure that its value chain is environmentally friendly or it is consistent with promoting sustainable development?
- Communication between company and stakeholders
- Does the company provide contact details specifically for stakeholders to share their concerns and/or complaints for possible violation of their rights?
- Code of conduct or ethics:
- Does the company disclose details of its code of conduct or ethics in the annual report or on company's website?
Areas of Assessment | Weightage | Base | Bonus / Penalty | Maximum Score |
---|---|---|---|---|
Shareholders' rights and equitable treatment | 35% | 70 | 35 | 105 |
Transparency and disclosure | 15% | 30 | 15 | 454 |
Accountability and audit | 10% | 20 | 10 | 30 |
Responsibilities of the board | 25% | 50 | 25 | 75 |
Stakeholders' roles | 15% | 30 | 15 | 45 |
Total | 100% | 200 | 100 | 300 |