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Code of Conduct

The Directors’ Code of Professional Conduct

The Directors’ Code of Professional Conduct (“Code of Conduct”) incorporates the values adopted by SID, and has been published to ensure that all directors are committed to achieving the highest level of professionalism and integrity in the discharge of their office. The Code of Conduct is intended to complement the Code of Corporate Governance, first issued on 21 March 2001 (PDF, 35.6KB) which the Committee on Corporate Governance, a private sector led committee, had recommended.

The Council on Corporate Disclosure and Governance (“CCDG”) initiated a review of the 2001 Code of Corporate Governance in May 2004. The Code of Corporate Governance 2005 (PDF, 175KB) that was issued on 14 July 2005 supercedes and replaces that was issued in 2001. Listed companies are now required to disclose their corporate governance practices and explain deviations from the Code of Corporate Governance 2005 in their annual reports for AGMs held from 1 January 2007 onwards. The Code of Corporate Governance 2005 (“the Code of Corporate Governance”) came under the purview of MAS and SGX with effect from 1 September 2007.

While the Code of Corporate Governance sets out principles of corporate governance to be observed by listed companies, the Directors’ Code of Professional Conduct amplifies the standards of ethics which should be adopted by individual directors in order to bring about the highest standards of conduct in the discharge of their office.

The Code of Conduct embraces the values of honesty, integrity, personal excellence and accountability which should be the cornerstone of every directors’ conduct.

Professionalism

A1 General

Principle
• it shall be the responsibility of a director to ensure that he has the relevant knowledge to carry out and discharge responsibly his duties as a director. He shall keep abreast of developments through continuing education. He must strive to improve and maintain his competence as a director.
• It shall be the responsibility of a director to fully understand the undertakings of the company he serves. A director must be fully apprised of the affairs, business and operations of the company, and should take such steps as are required or necessary to this end.
• A director shall endeavour to ensure compliance by the company with the Code of Corporate Governance.

B1 Due Diligence

Principle
• A director shall act with due diligence in the discharge of his office of director.

Guidance Notes
• A director should seek to assist the board in constantly improving the management of the company so as to protect and enhance the interests of shareholders.
• A director should endeavour to attend all board meetings of the company and participate fully in its deliberations. Where attendance at any meeting is not possible, appropriate steps should be taken to obtain leave of absence. The director shall ensure that he does not over-extend himself by accepting too many directorships which prevents him from properly discharging his duties to any company.

B2 Honesty

Principle
• A director shall at all times act honestly, in good faith and in the best interest of the company.

Guidance Notes
• A director shall maintain and exercise independence in his judgment at all times, and should take reasonable steps to be satisfied as to the soundness of all decisions taken by the board of directors.
• The director must at all times avoid being in a position where his independence is compromised.
• A director, who is appointed to a board at the nomination of a major shareholder or a creditor, should recognise the particular sensitivity of the position. Fiduciary duty requires the director to make a contribution in the interests of the company and the shareholders as a whole and not only in the interest of the nominator. Where obligations to other people or bodies preclude an independent position on an issue the director should disclose the position and seriously consider whether to be absent or refrain from participating in the board’s consideration of the issue. The matter should be disclosed to and resolved by the rest of the board.

B3 Conflict of Interest

Principle
• A director shall maintain transparency at all times and avoid placing himself in a position of conflict that may arise in any respect. He shall disclose immediately all contractual interest whether directly or indirectly with the company.
• A director must not take improper advantage of his position. Specifically, he shall keep all information acquired as a director confidential and not make improper use of such information.

Guidance Notes
• A director must not take improper advantage of his position to gain, directly or indirectly, a personal advantage or an advantage for any Associated Person, which may cause detriment to the company. An Associated Person includes any spouse, parent, child or sibling of the director or any company, corporation, partnership, trust or other entity owned or controlled by the director or in which the director has substantial personal interest.
• The personal interests of a director, and those of the director’s Associated Persons must not be allowed to prevail over those of the company’s shareholders generally. A director should seek to avoid conflicts of interest wherever possible. Full disclosure of any conflict, or potential conflict, must be made to the board. In considering these issues, account should be taken of the significance of the potential conflict for the company and the possible consequences if it is not handled properly.
• Where conflict does arise, a director must consider whether to refrain from participating in the debate and/or voting on the matter, whether to be absent from discussion of the matter, whether to arrange that the relevant board papers are not sent to him, or, in an extreme case, whether to resign from the board. Where a director chooses to be absent from the meeting, consideration should be given as to whether expertise that would be contributed by the director is otherwise available. In the case of a continuing material conflict of interest, a director should give careful consideration to resigning from the board.
• A director should consider whether any benefit to be received by the director or an Associated Person is of sufficient magnitude that the approval of the shareholders should be sought, even though not required by law.
• A director must not make improper use of information acquired by virtue of his position. This prohibition applies irrespective of whether the director would gain directly or indirectly a personal advantage or an advantage for any Associated Person or might cause detriment to the company.
• A director must adhere to all rules and regulations relating to the buying and selling of shares in his company and must comply additionally with such guidelines as may be prescribed by the board of directors on the trading of shares. A director should not deal in his company’s securities on short-term considerations.
• A director should ensure that any information which is not publicly available and which would have a material effect on the price or value of the company’s securities is not provided to anyone who may be influenced to subscribe for, buy or sell shares.

B4 Compliance with Laws

Principle
• A director shall take all necessary steps to ensure that he and the company he serves observe all laws and rules governing its operation.

Guidance Notes
• A director must acquire knowledge about the regulatory and legal context in which the company operates.
• A director should where necessary obtain legal, financial or other professional advice on the company’s affairs or in respect of his fiduciary or other duties. Where necessary, such advice may have to be obtained from advisors independent of those advising the company. There should be an agreed procedure for directors in the furtherance of their duties to take such independent professional advice, if necessary, at the company’s expense.

B5 Access to Information

Principle
• A director shall insist on being kept informed, on a timely basis, of all-important developments in the company he serves.

Guidance Notes
• A director must be at the forefront of the decision-making process. He must always be apprised of the company’s progress to be an effective director.
• A director should insist on access to complete, adequate and timely information. This information should be made available to directors in sufficient time to allow proper consideration of all relevant issues. Where information is not provided, the director should make an appropriate protest about the failure on the part of the management to provide the information and if necessary, abstain from voting on the particular matter on the basis that there has not been the time necessary to consider the matter properly. Any abstention, and the reasons for it, should be included in the minutes. It may be appropriate to vote against the motion or move for deferment until proper information is available.

C1 Personal Standards

Principle
• A director shall set and maintain high personal standards by honouring and promoting the Code and encouraging other directors in its observance.
• A director shall apply this Code in all circumstances. The Code should be a reflection of a director’s personal values.