The Governance Framework in Singapore
This section lays the foundation by exploring the intricate relationships and legal obligations that govern corporate entities in Singapore. It delves into the statutory duties outlined in the Companies Act, focusing on the distinct yet interconnected roles of directors, shareholders, and the company secretary.

Participants will examine the fiduciary duties of directors to act in good faith and in the best interests of the company, alongside the regulatory compliance responsibilities shouldered by the company secretary. The section also covers the mechanisms of shareholder rights and remedies, providing a basic understanding of the checks and balances inherent in Singapore’s corporate governance landscape and gain practical insights into navigating the complex web of legal and ethical expectations placed upon corporate leaders.

Managing Conflicts of Interest
This section focuses on the most common source of boardroom friction: conflicts of interest. Participants will learn to identify and manage them effectively, ensuring compliance with Section 156 of the Companies Act, which mandates the disclosure of interests in transactions, property, offices, etc.

The section will dissect various forms of conflicts, ranging from direct financial interests in corporate transactions to more subtle, indirect conflicts arising from competing directorships or personal relationships. We will explore robust frameworks for establishing comprehensive conflict of interest policies, emphasizing the importance of transparency, timely disclosure, and independent review processes. Furthermore, the section will address the practical challenges of managing situations where a director’s duty to the company clashes with external loyalties, equipping participants with strategies to mitigate legal risks, protect the company’s reputation, and maintain stakeholder trust.

Global Perspectives on Corporate Governance
Good governance is a global benchmark. This section provides a comparative overview of key international jurisdictions to contextualize Singapore’s high standards so that participants will gain a broader perspective on emerging trends and best practices.

The section will highlight differing approaches to board composition, executive compensation, shareholder engagement, and environmental, social, and governance (ESG) reporting. We will analyze how international frameworks address common governance challenges and evaluate their potential applicability within the Singaporean context. This comparative analysis aims to foster a deeper understanding of the evolving global expectations for corporate behavior and to inspire innovative approaches to enhancing boardroom effectiveness locally.

Discussion: What lessons can Singaporean companies learn and adapt from these international models?

Learning from and sharing of Real-life cases and scenarios
This section transitions from theoretical frameworks to practical application by analyzing complex, real-world boardroom disputes. Participants will explore case studies based on actual corporate conflicts, dissecting the root causes, the escalation dynamics, and the eventual resolutions (or failures thereof).

The section will cover a diverse range of scenarios, including deadlocks between co-founders, disputes over strategic direction, allegations of minority shareholder oppression, and the challenges of managing dominant personalities on the board. By examining these real-life examples, attendees will learn to recognize early warning signs of conflict, understand the psychological and strategic factors at play, and evaluate the effectiveness of different intervention strategies. The focus will be on sharing practical experiences and distilling actionable lessons that can be applied to proactively manage and resolve similar challenges in their own organizations.

Q&As
An open forum for participants to raise specific questions, seek clarification on the topics covered, and discuss their own experiences or challenges related to boardroom dynamics and conflict resolution.

This workshop qualifies for 2.0 CPE hours in Ethics and Professionalism (Category 2) and 5.0 CPE hours in Other Relevant Expertise

This workshop is designed primarily for Company Secretaries and Independent Directors of Singaporean companies. It is also highly relevant for executive directors, senior management, and anyone involved in corporate governance and compliance.

Tan Peng Kwee

Tan Peng Kwee is a legal educator and consultant with over 30 years of experience spanning law practice, law enforcement, and professional education. As Consultant of a law firm and CEO of his consultancy, he combines expertise in corporate law, criminal procedure, and financial forensics with a proven track record of developing and delivering specialized training programs. His work has shaped professional development across Singapore’s law enforcement and financial sectors.

Peng Kwee has worked extensively with large companies, SMEs, family-owned businesses, and non-profit organizations, guiding them through complex governance challenges and boardroom conflicts. He enjoys sharing his experience and expertise with participants, equipping them with actionable strategies to navigate boardroom dynamics, foster trust, and uphold integrity in decision-making

In addition to being an Adjunct Lecturer at the Nanyang Technological University (Business Law and Company Law & Corporate Governance), Peng Kwee is a regular seminar speaker in Professional Ethics and Corporate Governance. He is a Lecturer at the Home Team School of Criminal Investigation (White-Collar Crime Investigation, Criminal Procedure & Evidence), and Trainer for financial institutions and multinational corporations on Ethics, Criminal Law and Compliance.

Peng Kwee holds a Bachelor of Laws from the National University of Singapore (NUS), a Master of Arts in Instructional Design & Technology from the National Institute of Education (NIE), is a Certified Generative AI Professional from the Singapore University of Technology and Design (SUTD) and has completed a FlexiMasters in Accounting Analytics & Digital Forensics at Nanyang Technological University (NTU).