The Director’s Good Practice Checklist serves to assist you in fulfilling your duties as a Directory of a company.

For more information on the best practices, or for any other clarification or updates regarding a Director’s duties, feel free to contact us at FMG Corporate Services.

Exercise of duty

A director must always act honestly and in good faith in the discharge of his duties.The interests of employees and shareholders must be taken into consideration when directors exercise their powers.A director who is also a shareholder must distinguish between the two roles. The duties and liabilities of both roles differ. Contact us for assistance with this distinction, and how to address the duties and liabilities of both roles properly.A director must observe the prohibition against fraudulent trading.It is a director’s duty to disclose potential conflicts of interest.

Accounts & dividends

The directors of a company must appoint auditors within three months after the company is incorporated unless the company qualifies for audit exemption. They must also be aware of the accounting procedures required by the Companies Act and ensure that proper and timely accounts are kept. The audited/unaudited accounts must be prepared in accordance with the Financial Reporting Standards.Every calendar year, the directors must produce to the shareholders the basic financial reports. The directors must hold an Annual General Meeting (AGM) to lay the Company’s audited/unaudited accounts before its shareholders.The directors must file the Company’s Annual Return with the Accounting and Corporate Regulatory Authority (“ACRA”) within one month from the date of the AGM.The directors may recommend dividends.

Contact FMG Corporate Services if you need assistance with holding your AGM, preparing & filing of the required financial statements, and making sure all the statutory requirements are fulfilled as per the rules and guidelines.

Shares

The directors of private companies have the discretion to refuse the transfer of shares but the exercise of this power must be in the interest of the company.

Directors

There must be at least one director in the Company. Directors must remember to notify ACRA on the changes of directors within the stipulated time.The directors must appoint at least one secretary. The secretary must possess at least one of the qualifications specified in the Companies Act for a public company listed in Singapore.