Which governance issue should be addressed first?
Start with the decision the company needs to make now: approving a transaction, accessing information, resolving a conflict, appointing or removing an officer, raising capital or breaking a deadlock. Then identify the document and legal rule that allocate authority.
A constitution, shareholders’ agreement, board resolution and informal practice may point in different directions. The differences should be reconciled before anyone acts or represents that authority has been obtained.
Company governance
Who can approve the company decision?
Check the constitution, shareholder agreement and applicable law together before relying on an informal understanding. A significant decision should have an identifiable approval path.
- Decision
- Describe the proposal and the company’s purpose in taking it.
- Authority
- Identify the person or body empowered to decide and any consent required.
- Conflict
- Identify interests that should be disclosed and obtain advice on their effect.
- Evidence
- Retain the information considered, approval and any conditions attached to it.
How are powers divided between directors and shareholders?
Directors generally manage the company’s affairs through the board, subject to the Companies Act, constitution and valid shareholder arrangements. Shareholders exercise powers reserved to them by legislation or the company’s governing documents.
The question is specific to the proposed act. Appointment rights, reserved matters, delegations, quorum and voting thresholds should be checked against the exact transaction or dispute.
What duties apply to every director?
ACRA states that the Companies Act duties apply to executive, non-executive and nominee directors. There is no inactive or sleeping-director exemption from responsibility.
Directors should understand the company’s business, act in its interests, manage conflicts, keep proper records and ensure required filings and financial reporting are addressed. The facts may also engage common law and fiduciary duties.
How should conflicts of interest be managed?
Identify the personal or related-party interest, disclose it through the correct channel and check the participation and voting rules. The board should record how the conflict affected access to information and the decision process.
A conflict protocol may require an independent decision-maker, separate advice, market testing or conditions on information. Disclosure alone may not resolve every concern.
What should a reserved-matters schedule cover?
Reserved matters can protect investors and founders by requiring enhanced approval for defined decisions. Useful categories include capital, borrowing, major contracts, related-party dealings, senior appointments, business changes and material litigation.
The list should set workable thresholds and avoid paralysing routine management. It must align with the constitution, financing documents and any class rights.
How should the company prepare for deadlock?
A deadlock mechanism should define the decisions covered, escalation steps, information exchange and any mediation, buy-out or exit process. A clause that merely names a mechanism can fail when funding, valuation or timing is unclear.
Before invoking a clause, assess continuity of banking, payroll, contracts, licences and access to records. A rushed exit process can damage the company whose value the parties are trying to preserve.
When should governance documents be reviewed?
Review them after changes in ownership, funding, management, business model or regulatory exposure, and before a major transaction. The review should include the constitution, shareholders’ agreement, delegations, policies, registers and recurring board process.
A governance review is also useful after a disputed vote, related-party transaction, missed filing or access problem, while corrective steps remain available.
How can Justin Chan Chambers help?
A review can map the company’s decision rights, identify inconsistencies and prepare the resolutions, amendments or dispute steps required for the immediate decision. Advice can be scoped around a transaction, board issue or full governance framework.
Provide current governing documents, cap table, registers, recent minutes, material delegations and the papers for the proposed decision.
What should you prepare for an initial review?
- Constitution and shareholders’ agreement
- Current cap table and statutory registers
- Board and shareholder minutes
- Delegations, mandates and reserved matters
- Financing and class-right documents
- The papers and timeline for the disputed decision
Frequently asked questions
The documents have different legal effects and should be drafted to operate consistently. The Companies Act and mandatory legal requirements also remain relevant.
Yes. ACRA states that Companies Act duties apply to nominee directors as well as executive and non-executive directors.
Minutes should accurately capture attendance, declared interests, material information considered, resolutions and voting. The appropriate detail depends on the decision and the company’s obligations.
Shareholder powers depend on the Companies Act and the company’s documents. A shareholder resolution does not automatically replace powers allocated to the board.
Possible routes include agreed escalation, mediation, a contractual deadlock process, governance change, negotiated exit or court relief. The governing documents and business continuity needs shape the choice.
Urgency increases before a disputed transaction, vote, asset transfer, financing event, regulatory deadline or loss of access to company records.
Primary Singapore sources
The following official sources were checked on 18 September 2026. They provide general information and may change.
Discuss the governance decision or document gap
Bring the constitution, shareholder agreement, delegations and relevant resolutions. Identify the decision being delayed, the control point in dispute or the event that has made a review necessary.