Responsibilities of the Nominee Director of a Singapore Company
In Singapore, a nominee director must complete the same obligations and responsibilities as those which are required of a regular director. These obligations and responsibilities are specified in the Companies Act as well as several others among Singapore’s company laws. All directors of Singapore companies, including nominee directors, have several fiduciary duties towards their company. They are responsible for the statutory books and filings of the company in question. They are also to manage all of the company’s accounting records and annual accounts. Directors of Singapore companies are also tasked with overseeing shareholders’ and directors’ meetings. Their presence and participation during annual general meetings (AGMs) and extraordinary general meetings (EGMs) is also important because by attending and participating in such meetings, they will gain a greater level of understanding about the most appropriate course of action to be taken as it pertains to the business activities of the company. It is at the AGM that important decisions like appointing of directors or dismissal of a director are done. Also, shareholders get to present their queries about the company’s health with regard to the financial statements presented.
Most of the powers of a Singapore company are vested in the board of directors. The members of the board of directors have the final say over the company’s affairs. They are answerable to the shareholders of the company. Since a nominee director is a member of a Singapore company’s board of directors, the preceding facts also apply to nominee directors. It is at the AGM that important decisions like appointing of directors or dismissal of a director are done. Also, shareholders get to present their queries about the company’s health with regard to the financial statements presented.
The condition under which a company exempted from holding AGMs
As a company’s nominee or regular director, you are exempted from holding AGMs if you send your financial statements to stakeholders within 5 months from the company’s Financial Year End (FYE). However if a stakeholder request an AGM to be held even if they have been given the financial statement, the company will still have to hold AGMs for their sake provided the stakeholder presents the notice 14 days before six months elapses as from the FYE date. within
Due to the obvious differences between nominee directors and regular directors, it can thus be concluded that even though both a nominee director and regular director have some common obligations in Singapore, a nominee director of a Singapore company may not serve as a regular director of the same company at the same time because the two roles are inherently different.