Singapore legislation

Regulation 11

of Securities and Futures (Corporate Governance of Approved Exchanges, Approved Clearing Houses, Licensed Trade Repositories and Approved Holding Companies) Regulations 2024

Regulation 11

Determination of independence of directors

Subregulation 1

Where a person is proposed to be appointed as a director, then, prior to his or her appointment, the Nominating Committee —

(a)

must determine —

(i)

whether he or she is independent from management and business relationships with the regulated institution; and

(ii)

whether he or she is independent from any substantial shareholder of the regulated institution,using the criteria set out in regulations 3 and 4 and, where applicable, in accordance with regulation 5(1); and

(b)

must maintain a record of its determination.

Subregulation 2

Prior to every annual general meeting of a regulated institution, or at least once every calendar year, the Nominating Committee —

(a)

must determine whether each existing director —

(i)

is independent from management and business relationships with the regulated institution; and

(ii)

is independent from any substantial shareholder of the regulated institution,using the criteria set out in regulations 3 and 4 and, where applicable, in accordance with regulation 5(1);

(b)

must review and assess the continued appointment of each existing director using the criteria set out in regulation 10(3); and

(c)

must maintain a record of its determination and its assessment, respectively.

Read in full context — Securities and Futures (Corporate Governance of Approved Exchanges, Approved Clearing Houses, Licensed Trade Repositories and Approved Holding Companies) Regulations 2024 →