In Singapore, Company directors play a critical role in a company’s success. Different factors decide who should be a company director. Being a company director is a matter of concern because, besides handling the duties, a director has to oversee the overall development of the business. The directors must also act in good faith in the company’s interests, with due care and skill, avoiding conflicts of interest, and using their powers for proper purposes. As individuals tasked with managing and overseeing the company’s affairs, directors have various responsibilities and obligations that they must fulfil. In this blog, we will navigate the role of company directors in Singapore, including their duties and obligations.
What is a Company Director?
A company director is an individual who is appointed to manage the affairs of a company. The company’s shareholders typically set Company Directors and are responsible for making strategic decisions, managing finances, and ensuring that the company complies with relevant laws and regulations. The company director benefits the company in the long run.
In Singapore, a company must have at least one company director who is a resident of Singapore. A company director must be a natural person and cannot be a corporation. In addition, a director must be at least 18 years old and not be disqualified from acting as a director.
Responsibilities of Company Directors in Singapore
Company directors in Singapore have a wide range of responsibilities that they must fulfil. Some of the most critical duties of company directors in Singapore include the following:
1. Duty of Care and Diligence
Company Directors in Singapore have a duty of care and diligence towards the company. This means that they must act in virtuous faith and in the finest interests of the company at all times. They must exercise reasonable care, skill, and diligence in carrying out their duties and make decisions based on informed judgment and analysis.
2. Duty to Act in the Best Interests of the Company
Company Directors in Singapore must act in the best interests of the company. This means they must put the company’s interests ahead of their own. They must avoid conflicts of interest and disclose any potential conflicts of interest to the board of directors.
3. Duty to Act within the Powers of the Company
Company Directors in Singapore must act within the powers of the company. This means that they must work following the company’s constitution and not exceed the powers granted to them by the company.
4. Duty to Exercise Independent Judgement
Company Directors in Singapore must exercise independent judgment in carrying out their duties. This means that the opinions or interests of others must not influence them and must make decisions based solely on the company’s best interests.
5. Duty to Maintain Confidentiality
Company Directors in Singapore must maintain confidentiality. This means they must not disclose confidential information about the company or its affairs except as required by law.
6. Duty to Ensure Compliance with Laws and Regulations
Company Directors in Singapore must ensure that the company adheres to all applicable laws and regulations. This includes ensuring that the company’s financial statements are accurate and pays all due taxes.
7. Duty to Manage Risks
Company Directors in Singapore must manage risks. This means they must identify and assess the company’s chances and mitigate those risks.
Obligations of Company Directors in Singapore
In addition to their responsibilities, company directors in Singapore also have several obligations that they must fulfil. Some of the essential duties of company directors in Singapore include the following:
1. Filing Annual Returns and Financial Statements
Company Directors in Singapore ensure that the company’s annual returns and financial statements are filed with the Accounting and Corporate Regulatory Authority (ACRA) on time.
2. Maintaining Statutory Registers and Records
Directors in Singapore are responsible for maintaining the company’s statutory registers and records. This includes keeping records of the company’s shareholders, directors, and officers.
3. Holding Annual General Meetings
Company Directors in Singapore are responsible for holding annual general meetings (AGM). At these meetings, shareholders can ask questions and raise concerns about the company’s affairs.
4. Disclosing Interests in Transactions
Company Directors in Singapore must disclose any personal interests that they have in transactions that the company is considering.
5. Not Using Company Information for Personal Gain
Directors in Sinapore are prohibited from using information obtained through their position for their gain or the gain of others.
Finally, it is worth noting that the role of company directors in Singapore is constantly evolving. As the business environment in Singapore changes, so too do the responsibilities and obligations of company directors. As such, it is essential for directors to stay up-to-date with the latest developments in corporate governance and to ensure that they are always acting in the company’s best interests. With the right mindset, skills, and knowledge, however, company directors benefit and can significantly contribute to the success of their companies in Singapore.