F4 (SGP), Corporate and Business Law

SPEAKERS NOTES: STUDENTS MEETING

Slide 19 Corporate Governance Explain the meaning of corporate governance and the issues related to corporate governance Explain the main topics covered in the Code on Corporate Governance, in particular, board composition (independent directors) delegation to board (audit committee, nominating committee, remuneration committee) directors remuneration (disclosure) Fraudulent Behaviour Insider Dealing - Securities and Futures Act Trading offence sections 218 (2)(a), 219 (2)(a) Procuring offence sections 218 (2)(b), 219 (2)(b) Communication offence - sections 218 (3), 219 (3) Connected person section 218(5) Insider section 219 Information that would have material effect on price or value of securities section 216 Information that is generally available section 215 Defences - sections 226(2), 227(2) and 231 Exceptions sections 222, 223, 224 and 225 Effect of breach - criminal liability section 218, 219 and 221 - civil penalty section 232 - civil liability section 234, 236 Criminal offences relating to operations, management and winding up Covered in other parts of the syllabus Wrongful and Fraudulent Trading Fraudulent Trading section 340(1) Wrongful Trading section 339(3)