158. Disclosure of company information by certain directors Flashcards
- Disclosure of company information by certain directors
General overview
[158.01] Generally, a nominee director sits on a subsidiary’s board to represent his appointer’s interests. This often causes nominee directors to face situations of conflict of interest where the subsidiary’s interests are opposed to the holding company’s interests. As such, this section permits nominee directors sitting on the boards of the subsidiary to disclose to the holding company information which he has as a director or employee of the subsidiary in accordance with the conditions stated below. However, by the plain wording of the sections, it would cover a nominee director who sits on an unrelated company’s board. In the Report of the Steering Committee for Review of the Companies Act, April 2011, Chapter 1, paras 147–155, the Steering Committee discussed the difficulties faced by a listed holding company in Singapore when receiving information from its listed/unlisted subsidiaries in light of subsection (3) and it was decided that subsection (3) should be deleted and replaced with new provisions to facilitate the flow of information between the subsidiary and its holding company that would not likely prejudice the subsidiary.
