Boards need a reset but governance fundamentals still hold: Indranee Rajah

[SINGAPORE] Boards need a reset but that does not mean abandoning the fundamentals of sound governance, said Minister in the Prime Minister’s Office Indranee Rajah.

“It means resetting how boards put these fundamentals into practice,” she said. “Boards must remain alert to new risks, continue building their capabilities, and consider how their decisions affect not only business performance, but also their employees and the wider society.”

Indranee, who is also second minister for finance and second minister for national development, was speaking at the annual Singapore Institute of Directors’ (SID) Directors Conference 2026 on Friday (Aug 28).

Themed “New Game, New Rules: Do Boards Need a Reset?”, the conference brought together board directors, policymakers and business leaders.

Against this backdrop, Indranee announced the new Company Director Fundamentals (CDF) programme, jointly developed by SID and the Accounting and Corporate Regulatory Authority (Acra) with support from RSM Singapore and Rajah & Tann Singapore.

The programme aims to equip current and aspiring directors with the knowledge and skills needed to navigate Singapore’s corporate governance landscape, she said.

This launch comes as directors “set the tone from the top” and “shape how companies respond to uncertainty and create value over the long term”, added Indranee.

The CDF programme comprises two components. The first is a free foundational module, grounded in Acra’s stipulated director responsibilities and supplemented by practical examples and case studies.

Registrations will open in the fourth quarter of 2026 to all current and aspiring directors, including foreign directors, seeking to familiarise themselves with Singapore’s governance requirements.

For directors looking to deepen their capabilities, a paid component will build on these foundations. It will cover areas including directors’ duties, financial literacy, board and shareholder decision-making, corporate actions and ESG considerations.

As Singapore’s national institute for directors, SID will deliver the programme. A multi-agency working group comprising the Central Provident Fund Board, Inland Revenue Authority of Singapore and Workplace Safety and Health Council will support the programme’s development and periodic review.

The CDF programme matters, Indranee emphasised, because good corporate governance ultimately comes down to keeping a company trusted. This means maintaining sound financial discipline, knowing the numbers are accurate and ensuring business projections are realistic.

Only once those fundamentals are anchored, she said, can a board afford to look further ahead and take on risk. That, she said, is the “centre of gravity” for companies and directors alike – the fundamentals that hold steady no matter how much changes around them.

She was speaking at a fireside chat following her speech, moderated by Max Loh, vice-chair of SID’s governing council.

But good governance is not simply about following rules, Indranee added. Directors also need to know how to navigate the “grey areas”, where judgment and discernment become critical.

Navigating a “Bani” world

Indranee also highlighted the challenge of keeping boards on course as the operating environment becomes more unpredictable. She pointed to a term she had recently come across: Bani (brittle, anxious, non-linear and incomprehensible), a framework that has replaced the older Vuca (volatility, uncertainty, complexity and ambiguity) model.

The Bani framework also featured in a keynote address by Temasek CEO Dilhan Pillay, who said it captures the broader reality facing companies and boards today, at the conference.

Pillay focused on four themes in his address: boards as anchors amid uncertainty; catalysts for company-led value creation; building boards for the future; and the continuing importance of trust and responsible stewardship.

“As a generational investor, Temasek seeks long-term alignment for long-term value creation for all stakeholders,” he said. “This hinges on having the right boards in place so, in a Bani world, we need a different kind of Bani definition for boards.”

This means boards need to embody four qualities, Pillay said. The first is boldness in preparing companies for the future rather than relying on yesterday’s assumptions, while the second is the ability to provide stability and a long-term perspective amid uncertainty.

The third is the expertise, judgment and confidence to navigate ongoing disruptions, and the last is independence in exercising objective oversight in the long-term interests of the company and its stakeholders.

“Ultimately, boards that succeed in this environment will be those who help companies remain resilient while delivering good, sustainable returns over the long term, addressing the legitimate expectations of all stakeholders,” he added.

Beyond these qualities, Pillay said board effectiveness also depends on getting the relationship between the chairman and CEO right.

He explained that the chairman serves as a mentor to the CEO and a bridge between the board and management, guiding the board’s agenda and discussions while engaging the CEO regularly on the board’s expectations, the company’s strategic direction and stakeholder engagement.

The chairman also plays a role in assessing CEO performance and board effectiveness.

“When this works well, it allows major shareholders to take a step back and allow the board and management to function without interference or influence,” he said. “At Temasek, we have observed the importance of this factor in the significant value creation of many of our companies, both public and private.”

Pillay cited PSA International, a private, wholly owned subsidiary of Temasek, and DBS, Singapore’s largest company by market capitalisation, as two examples where this dynamic has played out over the long term.

The quality of the board itself is equally important, with independence and regular renewal key to ensuring it remains effective, Pillay said.

“As a long-term shareholder, we do not seek to dominate the boards of our portfolio companies or direct their business decisions and operations,” he said, noting that is the responsibility of the respective boards and management teams.

“Our role is to support high-calibre, effective boards that exercise independent judgment, bringing the right mix of competencies and empowered to steward the increase of long-term compounding value,” he added.

That, in turn, makes board renewal an important consideration. But Pillay said renewal should not be viewed simply as a question of age or tenure.

“What matters is whether the board has the requisite experience, knowledge and capabilities for the company’s future,” he said.

This is increasingly relevant in areas such as technology, artificial intelligence and cybersecurity, where younger directors or specialists with deep digital expertise can bring perspectives that are valuable to board discussions.

While Singapore companies have traditionally appointed established and well-known profiles to their boards, Pillay said the more important question is “whether the board has the right combination of skill sets to enable robust discussion and challenge management”.