Chap 3

Question 0

CEO definition

Answer 0

Has statutory responsibilities and is defined in relation to a company , as any person , by whatever name described , who

• is in direct employment of , or acting for or by arrangement with , the company ; and
• is principally responsible for the management and conduct of the business if the company

Question 1

Officers are :

Answer 1

• director of the corporation
• company secretary
• a person employed in an executive capacity by the corporation
• a liquidator of a company appointed in a ‘ voluntary winding up ‘

Question 2

Different types of director

Answer 2

Shadow
Nominee
Alternate/substitute
De Facto

Question 3

Shadow director :

Answer 3

If a corporation or its board of directors is accustomed to act in accordance with the directions or instructions of a person , that person would be deemed to be a director for the purposes of the Act .
Normally acts behind the scenes
Not formally appointed as director

Question 4

Nominee director

Answer 4

Appointed to the board by a particular group such as a particular group of employees or another person such as a substantial shareholder

The company’s constitution allows for such an appointment

Question 5

Alternate / substitute director

Answer 5

Acts on behalf of a director when that director is absent

Act regards him as a full director

Company’s articles usually define his powers and functions

Company would have formally appointed him

Question 6

De Facto director

Answer 6

Occupies the position by whatever name called

Acts as a director but is not called a director or formally appointed as one

Question 7

Executive Vs non-executive director

Answer 7

Executive : Both a director and a full time employee of the company

Non-executive : not involved in the full-time management of the company and is not an employee of the company

Question 8

Qualifications of director

Answer 8

Full age 18 years

Sound mental capacity

Does not need to possess any particular professional or educational qualification or experience

Every company - at least one director. Must be ordinarily resident in Singapore. Any additional directors need not be ordinarily resident.

Question 9

Ordinarily resident :

Answer 9

A Singapore resident or PR or holds a valid Singapore employment pass

Question 10

No director may resign or vacate his office unless there remains at least one director in the company , who must be ordinarily resident in Singapore.
Any attempted resignation or vacation of office in breach of this is deemed invalid

Answer 10

Note !

Question 11

Director must endorse his consent electronically vis biz file

Answer 11

Note !

Question 12

Disqualified :

Answer 12

Must not act as a director or if already one must vacate office

Question 13

Refer to table in pg 3 !!

Answer 13

IMPORTANT !

Question 14

Undischarged bankruptcy

Answer 14

Section 148

May not act as a director of a corporation or take part in it’s management whether directly or indirectly

Applies to a person who was made bankrupt by a singapore court or a foreign court having jurisdiction in bankruptcy

Must obtain either the leave of the Court , or the written permission of the Official Assignee

Question 15

Insolvent liquidation

Answer 15

Section 149

Against a person who is or was a director of a corporation which entered insolvent liquidation while he was a director or within three years of his ceasing to be it’s directors

Disqualification not automatic. Court must first be satisfied that his conduct as a director of that corporation , either considered : alone , or together with his conduct as a director of any other corporations , makes him unfit to be a director of or participate in the management of a corporation.