Just like with all companies, Singaporean companies operate under the direction of the company director, corporate secretary, or chief executive officer. Regardless of which one a business has, these positions take up executive duties that are crucial in guiding the company toward success and its strategic goals. This warrants monetary compensation that reflects the services performed, as well as the high stakes they have in the business operations.
What is the Directors’ Remuneration
In Singapore, director’s remuneration refers to the compensation or payments given to the directors of the company for their services and responsibilities in managing and overseeing the company’s affairs and activities, and this is generally determined by the board of directors during a general meeting. The company directors can be compensated in multiple ways, so long as approval by either the general meeting or the board of directors has been obtained:
- Director’s Fees: This refers to the payment made to a director for his or her position in the office. According to the Companies Act of Singapore, a director cannot receive extra payments or benefits for his or her role without approval from the General Meeting. The article also specifies that this meeting should explicitly be solely about this topic and not involve other unrelated matters.
- Director’s Salary: This refers to the payment made to a director for non-directorial services he or she provided as an employee of the company. Unlike the director’s fees, the director’s salary doesn’t have to be approved in a General Meeting but must be approved by the Board of Directors.
- Bonuses: This refers to the payment made to the director based on the performance and achievement of the company and is given on top of the director’s fees.
- Shares: The director may also receive compensation in the form of shares or share options from the company.
- Benefits: The director may also receive other benefits unrelated to financial compensation such as medical insurance, housing funds, and car allowances.
Policies on Director’s Remuneration
Disclosure and Reporting
All companies incorporated in Singapore must disclose the exact breakdown of payments and salaries made to their directors and chief executive officers. This information should include the base or fixed salary, performance-based income or bonuses, benefits of all kinds, stocks, and shares, and other relevant incentives.
Taxation
Director’s salaries are taxable as they are considered income earned by the director through his or her employment with the company. While director’s fees are also generally taxable, this is only the case when the director has finished rendering the required services to the company for the accounting period. Should the director’s fees be decided in advance for the next accounting year, this will not be taxable for the current accounting period.
Taxation on the director’s fees is not applicable if the company doesn’t have a presence within Singapore, regardless of whether the director attends meetings in Singapore. For this scenario, the director’s fees will be taxable in the director’s country of residence instead.
Loss of Office
The Companies Act states that companies are prohibited from offering payments or compensation to a director who has just lost his or her office unless the conditions and amount of the proposed compensation have been disclosed and approved by the company members during a general meeting. However, this may not be required if both of the following requirements from the Companies Act have been satisfied:
- The amount of the proposed compensation is less than the director’s fees for the year preceding his or her termination of employment
- The conditions and specifications of the proposed payment have been disclosed before the payment has been made
Unjust Remuneration Prior to Company’s Winding Up
Should liquidators or creditors have any reason to believe that a director has been unfairly remunerated anytime within the two years prior to the start of the company’s winding up, this issue can be brought to court under section 341 of the Companies Act, which can force the director to return and repay the excess money to the company with or without interest.
This unjust remuneration may occur should it be established that the director had breached his or her official duties during his or her time as a director of the company, or failed to account for any of the company’s monies or properties.
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