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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?
  • 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