Corporate Compliance Software
What the Code asks of a company, how it is enforced, and how to keep the records, approvals and registers that show your governance actually works.
Published
If your company is listed on the Singapore Exchange (SGX), the Singapore Code of Corporate Governance is not optional reading: its principles are mandatory, and your annual report has to show how you meet them. If you run a private company, nobody will ask you to report against it, but the same ideas decide whether your board decisions would survive a pointed question from an auditor, a bank or an investor.
The Code itself is short and mostly sensible. The hard part is the evidence: who approved what, on whose authority, and where the record went when the person who kept it left. That is where a well-built corporate compliance system earns its keep, although no software has ever made a board independent.
Key takeaways at a glance
| Key takeaway | What it means for you |
|---|---|
| The Code applies to SGX listed companies | Private companies are not bound by it, but investors, lenders and auditors still use it as the benchmark. |
| Principles are mandatory, provisions are comply or explain | You may depart from a provision if you explain how your practice still meets the principle behind it. |
| Some expectations are now Listing Rules | Board independence, the nine year limit and director pay disclosure are rules, not suggestions. |
| Governance is proved by records | Minutes, approvals, registers and review dates show the principles working. Keep them current and in one place. |
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The Code defines corporate governance as having "the appropriate people, processes and structures" to direct and manage a company, with an eye on long-term shareholder value and the interests of other stakeholders. Put more plainly, it comes down to three questions: who decides, how they decide, and who checks.
Think of the referee in a football match. The players still win or lose, but without a referee nobody trusts the score. Nobody buys a ticket to watch the referee either, which is roughly how most management teams feel about the board pack.
Good corporate governance looks unremarkable from outside. Decisions are taken by the people entitled to take them, conflicts are declared before the vote, and a newcomer can reconstruct any decision without phoning three former directors.
Good governance is not a thicker policy manual. It is being able to show, quickly, who decided what and why.
The current version is the Code of Corporate Governance 2018, issued by the Monetary Authority of Singapore (MAS) on 6 August 2018 on the recommendation of the Corporate Governance Council. It applies to annual reports for financial years beginning on or after 1 January 2019, and was last amended on 11 January 2023.
Broad statements of good governance. Listed companies must comply and show how in the annual report.
Specific practices behind each principle, such as a nominating committee with an independent majority. Departures must be explained.
A companion document on applying the principles and provisions. Adopting it is voluntary, but it is where the useful detail lives.
MAS is reviewing the Code with SGX and its Corporate Governance Advisory Committee, looking at corporate culture, board effectiveness, emerging risks such as artificial intelligence, and the board's role in value creation. No revised Code had been issued by September 2026, so check for one before relying on any provision.
The 2018 Code groups its principles into five areas. Summarised in plain terms, and no substitute for the text itself, they ask for the following.
The principles of the Code of Corporate Governance 2018, summarised.
| Principle | Area | What it asks for |
|---|---|---|
| 1. Board's conduct of affairs | Board matters | An effective board, collectively responsible for long-term success. |
| 2. Board composition | Board matters | Enough independence and diversity to decide in the company's interest. |
| 3. Chairman and chief executive | Board matters | A clear split of roles, with no one holding unchecked power. |
| 4. Board membership | Board matters | A transparent process for appointing directors and renewing the board. |
| 5. Board performance | Board matters | A formal yearly assessment of the board, its committees and each director. |
| 6. Remuneration policies | Remuneration | A formal pay procedure, and no director deciding their own pay. |
| 7. Level and mix of pay | Remuneration | Pay proportionate to sustained performance and value creation. |
| 8. Pay disclosure | Remuneration | Openness about pay policy, levels and the link to performance. |
| 9. Risk and internal controls | Accountability and audit | A sound system of risk management and internal controls, overseen by the board. |
| 10. Audit committee | Accountability and audit | An audit committee that does its job objectively. |
| 11. Shareholder rights | Shareholders | Fair treatment of all shareholders and a real say at general meetings. |
| 12. Shareholder engagement | Shareholders | Regular communication with shareholders, not only at the AGM. |
| 13. Stakeholder engagement | Stakeholders | Weighing the interests of material stakeholders in board decisions. |
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The Code has teeth because the SGX Listing Rules lend it some. Rule 710 requires a listed company to describe its practices against the principles and provisions, and to explain how any departure from a provision still serves the principle.
That explanation is the part investors actually read. "The board considers its current practice appropriate" is a sentence, not an explanation.
Comply or explain rewards companies that can show their reasoning, which depends on having written it down at the time.
Several expectations that began in the Code are now Mainboard Listing Rules, with Catalist equivalents.
Rule 210(5)(c), in force from 1 January 2022.
A director with more than nine years' service stops being independent, from the AGM for the financial year ending on or after 31 December 2023. The old two-tier vote that kept long-serving directors independent is gone.
Rule 710A requires targets, plans, timelines and progress to be described in the annual report.
For financial years ending on or after 31 December 2024, names, exact amounts and a breakdown, not pay bands.
The Code sits on top of law that applies to every company. For a private company, this is the part that binds.
The baseline for every company. It sets out the duties directors owe the company, including acting honestly, using reasonable diligence and disclosing interests in transactions, plus statutory registers, AGMs and annual returns to ACRA. Since 6 May 2026, the maximum fine for breaching those duties has been $20,000, up from $5,000, and serious breaches can also bring up to 12 months' imprisonment.
The Mainboard and Catalist rulebooks set continuing obligations for listed companies, including the annual report requirements that give the Code its force.
Locally incorporated banks, insurers and certain financial holding companies follow the banking and insurance corporate governance regulations, together with MAS's Guidelines on Corporate Governance, last issued in November 2021.
Registered charities follow the Charity Council's Code of Governance for Charities and Institutions of a Public Character, revised in 2023 and applying from financial years beginning on or after 1 January 2024, with requirements tiered by the charity's status and size.
Most governance failures are not dramatic. They are a missing signature, a conflict nobody minuted, or a register last updated two company secretaries ago.
Nearly every provision leaves a paper trail, and four kinds of record carry most of the weight.
The Code expects committees to work from written terms of reference and conflicted directors to step out of the decision. Minutes should show the recusal as well as the outcome: "approved unanimously" reassures less when one voter owned the supplier.
Provision 1.3 asks the board to decide which matters need its approval and to tell management in writing. In practice that is a schedule of reserved matters and a delegation of authority matrix. The evidence is each approval recorded against that matrix when it happened, not reconstructed at year end.
The registers that go stale most often:
Several provisions recur every year: the independence review, the board evaluation and the audit committee's review of internal controls. Monitoring means each sits on a calendar with an owner, and someone notices when one slips.
You do not need a new department, just the obligations written down, an owner for each, and records the next person can find.
Statute, constitution, Listing Rules, Code provisions and your own policies, each with a named owner.
Have the board approve the reserved matters and the delegation matrix. Everything later is measured against them.
Two spreadsheets that disagree are worse than none, because each looks authoritative.
The AGM, annual return, director re-election, independence review and board evaluation, each with a reminder well ahead of the date.
Resolutions and approvals with their supporting papers attached, and interests declared before the vote.
What was late, what was approved outside authority, and where you departed from the Code and why. That is most of a governance statement, already drafted.
Steps three and four are largely company secretarial work, which Corporate Secretarial Software handles by keeping registers, resolutions and ACRA filing dates together. Tracking every other obligation, owner and approval across the company is the job of a corporate compliance system.
Software is very good at the evidence side of governance and no use at all on the judgement side. Knowing which is which saves disappointment.
A system built around your own approval limits and review calendar fits better than a vendor's idea of how a board works. Our solutions are eligible for government grants.
Start with the evidence rather than the policy. Pick the three board decisions you would least like to reconstruct from old emails, and make sure the next ones are recorded properly. If you would like those records, approvals and deadlines in one system, Episcript builds corporate compliance software around the way your board already works.
The Companies Act 1967 sets the baseline for every company, covering directors' duties, statutory registers, AGMs and annual returns. Listed companies also follow the SGX Listing Rules and the Code of Corporate Governance, whose principles are mandatory under Listing Rule 710. Banks, insurers and charities have their own governance rules on top.
There is no single official list of seven. Lists of five, seven or eight principles come from different writers and mostly repeat the same themes: accountability, transparency, fairness, responsibility, independence and integrity. In Singapore the reference point is the Code of Corporate Governance, which sets out 13 principles.
The eight most often quoted come from the United Nations Economic and Social Commission for Asia and the Pacific: participatory, consensus oriented, accountable, transparent, responsive, effective and efficient, equitable and inclusive, and following the rule of law. They were written for public governance, but most translate directly to a company board.
Most frameworks come down to four: a board with the right mix of independence and skills, clear authority between the board and management, risk management and internal controls backed by independent audit, and fair treatment of shareholders and other stakeholders. Beneath each sit the minutes, approvals and registers that show it working.
No. The Code is written for companies listed on SGX, and the duty to report against it comes from the Listing Rules. Private companies are still bound by the Companies Act, including directors' duties, and many use the Code as a benchmark before raising capital or preparing for a listing.
Software keeps the evidence in order: registers, minutes, resolutions and approvals in one place, with an audit trail of every change. It can check approvals against delegation limits and send reminders before recurring deadlines. Episcript builds corporate compliance systems around your own approval structure, and our solutions are eligible for government grants.
Custom corporate compliance software for Singapore firms. Automate ACRA filings, XBRL financial statements, KYC/AML screening, and statutory deadlines in one secure platform.