Raymond Cheung
Chartered Actuary · CRO · Board Adviser · Singapore
The Code of Corporate Governance requires a formal annual board effectiveness evaluation, and almost every Singapore-listed company now does one. Very few change anything. Here is how a Singapore board can run an evaluation that tests the quality of challenge and judgement, not just whether the papers arrived on time.
The most useful board evaluation I ever took part in was the one that went badly. The questionnaire results came back glowing: meetings well run, papers timely, chair effective, average scores above four out of five on every line. Then the external facilitator read out one anonymised comment from the free-text box. A director had written that the board had not changed a single management proposal in two years. The room went quiet. Nobody disputed it. That one sentence did more for that board than the previous three evaluations put together. [CONFIRM with Raymond: replace with a real episode if possible]
I tell that story because it captures the problem with board effectiveness evaluation in Singapore. We do it. We nearly all do it. And for most boards, it measures the wrong things and changes nothing.
What the Code actually asks for
Principle 5 of the Code of Corporate Governance 2018 expects the board to undertake a formal annual assessment of its own effectiveness as a whole, of each board committee, and of each individual director. The nominating committee recommends the performance criteria and the process for board approval, and the annual report has to disclose how the assessment was done, including whether an external facilitator was used and any connection that facilitator has with the company or its directors. Financial institutions sit under MAS's corporate governance guidelines as well, which carry the same expectation with sharper supervisory attention.
Read that carefully and you will notice the Code asks for a process and a disclosure. It does not ask for an outcome. That gap is where the theatre lives. A board can run a forty-question survey, report average scores to the nominating committee, write two sentences in the annual report, and be fully compliant without learning anything about itself.
Why most evaluations measure the wrong things
Look at the questions in a typical Singapore board evaluation. Are board papers circulated in good time? Is the meeting frequency appropriate? Does the chair allow sufficient discussion? Do directors understand the company's strategy? These are hygiene questions. They matter, but a board can score perfectly on all of them and still wave through a flawed acquisition, an unrealistic capital plan, or a risk appetite statement nobody uses.
There are three structural reasons the results come back clean. First, self-assessment by people who have to sit in the same room next quarter produces politeness, not candour. Second, in family-controlled and government-linked companies, the independence of the nominating committee running the process is itself open to question, so directors are careful about what they write. Third, scores out of five are averaged, and an average is exactly the statistic that hides the one director who is worried.
“A board can score perfectly on every hygiene question and still wave through a flawed acquisition. That is what most evaluations are built to miss.”
What an honest evaluation looks like
From my time as a statutory CRO presenting to boards, and now as an adviser sitting alongside them, the evaluations that produce change share a few features. None of them are expensive. All of them require a chair who genuinely wants to know.
- Test decisions, not process. Take three significant decisions from the last twelve months and ask: what alternatives were tabled, who challenged what, and did the challenge change the outcome? If nothing ever changes, the board is ratifying, not deciding.
- Interview, do not just survey. Thirty minutes one-to-one with each director, run by someone who is not the chair, surfaces what a questionnaire never will. The free-text comment is usually the only valuable part of a survey anyway.
- Ask management. The CEO, CFO, CRO and head of internal audit know exactly which directors read the papers and which questions keep them up the night before a meeting. Their view of the board is rarely sought and almost always revealing.
- Assess individual directors against the skills matrix, honestly. If the matrix says a director brings risk expertise, the evaluation should ask whether that director has actually challenged a risk or capital assumption in the past year.
- Use an external facilitator every three years, and choose one with no other mandate from the company. The Code's disclosure requirement on facilitator connections exists for a reason.
- Close the loop in writing. Every evaluation should end with three to five specific actions, an owner for each, and a check at the following year's evaluation on whether they happened.
The hardest part: acting on individual results
The point at which most Singapore boards lose their nerve is the individual director assessment. Everyone agrees in principle that a board should be refreshed based on contribution. In practice, an underperforming long-serving director is managed by waiting for the tenure clock to run out. That is not evaluation. That is avoidance with a calendar attached.
An honest process gives the chair a private, evidence-based conversation to have with each director: where you are adding value, where the board needs more from you, and whether your skills still match where the company is going. Most directors respond well to that conversation when it is grounded in specifics. The ones who do not are usually the ones the board most needed to have it with. This is also where the evaluation should feed directly into the nominating committee's succession planning, so that the skills gaps it identifies shape the next appointment rather than the chair's personal network.
Why this matters more in 2026
Regulators are paying closer attention to what boards actually do. MAS's consultation on amendments to the corporate governance regulations for banks, insurers and designated financial holding companies, open until 9 December 2026, tightens expectations on director independence, board composition and key appointments. MAS's latest Enforcement Report says it held principal officers and key individuals to account for oversight failures. SGX RegCo continues to push for disclosures that show substance rather than boilerplate. In that environment, an annual report line saying the board evaluated itself and found itself effective is not reassurance. It is a hostage to fortune.
My recommendation is simple. Before your next evaluation cycle, have the nominating committee chair and the board chair agree on one question the evaluation must answer honestly this year, something like: are we challenging management on the decisions that matter, or are we approving them? Design the process around that question. Then be prepared to act on what you hear.
Common Questions
Is a board effectiveness evaluation mandatory for SGX-listed companies in Singapore?
The Code of Corporate Governance 2018 operates on a comply-or-explain basis, and Principle 5 expects a formal annual assessment of the board as a whole, each board committee and each individual director. The nominating committee recommends the criteria and process, and the annual report must disclose how the assessment was carried out. In practice almost every SGX-listed company conducts a board evaluation, and departing from the Code would need a clear explanation to shareholders.
How often should a Singapore board use an external facilitator for its board evaluation?
The Code does not mandate external facilitation, but it does require companies to disclose whether a facilitator was used and any connection the facilitator has with the company or its directors. A sensible practice for a Singapore board is an internally run evaluation in most years and an independent external facilitator roughly every three years, chosen from a firm with no other mandate from the company so the findings are credible.
What should a board effectiveness evaluation in Singapore actually assess?
Beyond process questions such as paper quality and meeting frequency, a useful board effectiveness evaluation in Singapore should test the quality of decision-making: whether alternatives were considered on major decisions, whether directors challenged management and whether that challenge changed outcomes. It should also assess each individual director against the board skills matrix, gather management's view of the board, and end with specific actions, owners and a follow-up check the next year.
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About the author
Raymond Cheung is a Chartered Actuary, C-suite executive and board adviser with more than 20 years of experience across Asia in risk management, insurance, ESG and corporate governance. He is the CEO of CER Consultancy and an accredited trainer at SMU Academy and the Singapore College of Insurance.