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Epica FAQ Series

What are the fiduciary duties of a Nominee director?

Nominee Director

What are the fiduciary duties of a Nominee director?

What are the fiduciary duties of the company Director in a Singapore registered Company?


Directors have a fiduciary duty to their company whereby they must be faithful to the company and must act honestly and in good faith when applying their powers.

The directors’ duties, responsibilities, and liabilities are specified in the Singapore Companies Act, as well as under the common law where applicable. The typical duties include the following key administrative and substantive duties, that is, to :

  • fulfil their responsibilities in the company;
  • ensure that they have a reasonable degree of skill and knowledge to handle the affairs of the company;
  • act honestly and be reasonably diligent in executing their duties and serve in the interest of the company without putting themselves in a state of conflict of interest.
  • employ the powers and assets that they are entrusted with for the proper purposes of the company and not for any collateral purpose;
  • to comply with all the requirements and obligations under the Act including those in respect of meetings, requisitions, resolutions, accounts, reports, statements, records and other documents on the company, filing and notices and any other prerequisites; and
  • account to the shareholders for their conduct of affairs of the company and make such disclosures that are incumbent upon them under the Act.
  • Ensure that the company is not involved in any illegal activities

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