The Singapore Code of Corporate Governance applies to companies listed in Singapore. Its Principles are mandatory. Listed companies are expected to follow the supporting Provisions or explain meaningful variations that remain consistent with the Principles. A private company is not subject to the Code simply because it is incorporated in Singapore. It must still meet its Companies Act duties and follow its constitution and other applicable obligations.

Start with listing status, not company size

First check whether the company is listed in Singapore. The Code applies to listed companies, and Singapore Exchange (SGX) Listing Rule 710 connects their annual reports to its Principles and Provisions. Many shareholders, overseas operations or institutional investors do not by themselves place a private company in that regime.

Private companies still have governance duties. Directors must meet the Companies Act requirements, including non-executive and nominee directors. The constitution, shareholder agreements, licences and transaction documents may add obligations.

  • Confirm whether the company is an SGX Mainboard or Catalist issuer.
  • Identify the financial year and listing rules relevant to the report being prepared.
  • For an unlisted company, record that the Code is being used voluntarily if that is the intention.
  • Keep mandatory legal requirements separate from voluntary governance practices.

Understand what comply or explain requires

The Code has two levels: Principles and supporting Provisions. Compliance with the Principles is mandatory. Listed companies must describe their practices and explain how they conform to those Principles.

Companies are expected to follow the Provisions. Where they vary, they must identify the variation and give a comprehensive, meaningful explanation. The alternative must remain consistent with the relevant Principle's aim and philosophy. The separate Practice Guidance is voluntary.

  • Principle: identify the governance outcome the company must address.
  • Provision: state the practice used or identify the variation.
  • Explanation: connect the alternative practice to the Principle's aim.
  • Evidence: retain the board record, policy, data and decision supporting the disclosure.

Map the Code's thirteen Principles before drafting disclosures

The Code's thirteen Principles cover the board, remuneration, accountability, shareholders and stakeholders. Map each Principle to the responsible board or committee, the actual practice and the evidence supporting it.

Check current policies, minutes, evaluations and assurances before drafting disclosures. Last year's report may no longer describe how the company works. Give each gap an owner and a decision date.

  • Board conduct, information flow and conflicts.
  • Board composition, independence, diversity and leadership roles.
  • Appointments, succession, evaluation and remuneration.
  • Risk, internal controls, audit and whistle-blowing arrangements.
  • Shareholder rights, investor communication and stakeholder interests.

For a private company, build the governance map from controlling documents

For a private company, begin with the constitution and Companies Act duties. Check the rules for share transfers, meetings, appointments, records, financial statements and annual returns.

Then review shareholder and investment agreements. These may require consent for share issues, borrowing or major contracts. Financing documents, option plans and licences can add further approval steps. Reconcile those requirements before adopting a general governance template.

  • Companies Act and current ACRA filing or register requirements.
  • Company constitution and any amendments.
  • Shareholders' agreement, investment documents and side letters.
  • Board and shareholder delegations, reserved matters and signing authorities.
  • Sector, licence, exchange or financing conditions that apply to the company.

Use voluntary governance practices without mislabelling them

A private company may use Code practices voluntarily. Examples include documenting conflicts, reserving decisions for the board and clarifying risk ownership. Explain which practices the company actually uses and why.

Do not claim full Code compliance merely because the company has committees or policy templates. Choose practices that fit the business and can be supported by evidence. A company preparing to list needs current listing and capital-markets advice.

  • Name the reason for adopting each practice.
  • Assign an owner and review date.
  • Record whether the practice is legal, contractual, regulatory or voluntary.
  • Avoid public compliance claims that are broader than the evidence.

Prepare one reviewable governance evidence pack

A listed issuer's review pack should link the Principles and Provisions to its practices, evidence and explanations. Include the relevant committee terms, composition, evaluation, risk, remuneration and engagement records. A private company can focus on its constitution, ownership, authorities, approvals and statutory records.

This guide does not decide whether a disclosure satisfies SGX rules, a director is independent or an investor consent is needed. Obtain qualified advice on unclear duties, conflicts, reserved decisions and disclosures before relying on the pack.

  • Applicability note and source list.
  • Requirement or voluntary-practice matrix.
  • Current constitution, shareholder documents and delegations.
  • Board and committee records supporting material statements.
  • Open questions, named advisers and decision deadlines.

Sources and discussion

Related resources

Prepare the next step

Use JurisLane's funding and equity resources to organize the constitution, ownership documents, approvals and open governance questions, then confirm material Singapore-law or listing conclusions with qualified advisers.

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Editorial note: This guide supports issue preparation and qualified review. Applicable requirements depend on the facts, entities, markets and current law.