Singapore legislation
Regulation 6
Regulation 6
Board of directors
Subregulation 1
Subject to paragraphs (2), (3) and (4) and regulations 5(3) and 19, a regulated institution must have a board of directors —
at least one‑third of the members of whom are Singapore citizens or permanent residents; and
at least a majority of the members of whom are independent directors.
Subregulation 2
Where a single substantial shareholder holds 50% or more of the share capital or the voting power in a regulated institution, paragraph (1)(b) does not apply to the regulated institution only if the regulated institution has —
at least a majority of directors who are independent from management and business relationships with the regulated institution; and
at least one‑third of directors who are independent directors.
Subregulation 3
If a director resigns or ceases to be a director for any other reason, the regulated institution must —
notify the Authority of the event within 14 days after the occurrence of the event; and
if this results in a breach of any requirement under paragraph (1), take such steps as may be necessary to rectify the composition of the board of directors in accordance with the requirements under that paragraph on or before its next annual general meeting.
Subregulation 4
Despite paragraph (3), the Authority may, upon being notified under paragraph (3)(a), direct the regulated institution to rectify the composition of the board of directors in accordance with the requirements under paragraph (1) within such time before the next annual general meeting of the regulated institution, and subject to such conditions or restrictions, as the Authority may specify, and the regulated institution must comply with that direction.
Subregulation 5
The board of directors must maintain records of all its meetings.