Board minutes should
describe real solutions

01

The obligation applies to executive, non-executive and nominee director

The director acts in good faith in the interests of the company, with reasonable care, skill and prudence, uses powers as intended and does not take unauthorized advantage. The nominator or shareholder instruction does not relieve personal responsibility to the company.

Good faith

Decision in the interests of the company

Care and diligence

Information, questions, control and follow-up

Proper purpose

Authority is used for the intended purpose

No secret profit

Benefit and opportunity are disclosed and regulated

Compliance

Accounts, AGM/dispensation, annual return and registers

02

Board pack is formed before the meeting

Agenda, financial data, contracts, risks, tax and regulatory analysis are sent in advance. Minutes record participants, location, quorum, materials, questions, conflicts, alternatives, resolution and delegated actions. Written resolution is convenient, but does not replace a meaningful decision process.

03

Conflict management begins before voting

Director reveals the interest in a transaction or entity, the board applies the constitution and Companies Act to participation and voting, and the decision justifies the commercial benefit of the company. Related-party terms are checked by authority, transfer pricing and minority/shareholder implications.

04

Reserved matters and shareholder rights

The Constitution and shareholders’ agreement distribute issues between the board and members: new shares, transfers, budgets, borrowing, acquisitions, dividends, key appointments and exit. The documents must match the ACRA register of members and the actual cap table.

05

Public and private registers are supported synchronously

EROM

Members and share changes via Bizfile

Directors/secretary

Officer information and changes

RORC

Registrable controllers and Central RORC filing

ROND / RONS

Nominee directors/shareholders and nominators

Charges

Security interests, if subject to registration

Resolutions

Member and board records with supporting papers

06

The director is responsible for proper accounting records

Records should explain transactions and allow the preparation of true and fair financial statements. ACRA specifies a minimum of five years of retention after the end of the financial year of the relevant transaction. Audit exemption does not cancel accounting, tax computation or the director's obligation to understand the financial situation.

07

Annual governance cycle

1. 01
   Financial close

   Accounts, tax, intercompany and going-concern review.

2. 02
   Board approval

   Financial statements, declarations and proposed distributions.

3. 03
   AGM / dispensation

   Applicable route and member communications.

4. 04
   Annual return

   For non-listed company usually within 7 months after FYE.

5. 05
   Register refresh

   Controllers, nominees, officers and addresses.

08

The group does not abolish separate legal personality

Intercompany services, loans, guarantees, IP and cash pooling require corporate authority, commercial rationale, contracts, arm’s-length pricing and actual performance. Director evaluates the benefit to the Singapore entity even if the transaction benefits the group as a whole.

09

Governance confirms control and management

Strategic decisions are important for Singapore tax residence. Board calendar, director competence, meeting location, bank authority, local management and implementation should show where the company is actually managed. Treaty Certificate of Residence is not an automatic consequence of incorporation.

10

Quarterly board checklist

1. 01

   Management accounts, cash, tax and covenant position reviewed.

2. 02

   Conflicts, related parties and delegations are relevant.

3. 03

   ACRA registers and officers are factual.

4. 04

   Licenses, employment, data and banking changes are reviewed.

5. 05

   Actions have an owner, deadline and evidence of completion.