It doesn’t take a keen follower of local business news to know that company directors have become headline-makers, but often for all the wrong reasons.

For too long, a seat on a board was treated like membership in a private club—comfortable, prestigious, and worn as a badge of honour. Today, it is a high-stakes position of responsibility and personal liability. Recent market events serve as a sobering reminder of why corporate governance rules are not mere administrative hurdles, but essential safeguards.

From Boardroom to Courtroom

Take the case of Hyflux, a seminal study in how governance failures can have devastating consequences. A former independent non-executive director learned the hard way that the title “independent” is no shield for being asleep at the wheel, resulting in a S$90,000 fine and a five-year management ban. The case arose from Hyflux’s failure to disclose material linked to the Tuaspring integrated water and power project in 2011, in breach of Singapore Exchange (SGX) listing rules. Although announcements are often prepared by the management team, directors – even independent non-executive directors – are required to apply their minds not only to the accuracy of the information contained in the disclosure to shareholders, but also to the inclusion of all material information necessary to enable investors and shareholders to make fully informed decisions.

More recently, Dr Goh Jin Hian, a director in a company defrauded by the executive management—who had absconded—was taken to task by liquidators of the defrauded company for failing to uncover a complex web of fraudulent transactions. Ultimately, the Appellate Court found that Dr Goh was not liable for the losses suffered by the company as a result of the misconduct and reaffirmed the directors’ role as “sentinels, not sleuths.” While directors are not expected to uncover every hidden impropriety, they must build defensible systems of oversight and be able to demonstrate what they monitored, what they investigated, and how they responded when warning signs emerged.

A Higher Bar for the Board

Even as legal expectations harden, the role of the director is simultaneously expanding. Recent guidance and speeches from the Monetary Authority of Singapore (MAS) make clear that directors are now expected to do more than prevent failure—they are expected to create value.

In his September 2025 speech at the Singapore Institute of Directors Conference, Mr Chee Hong Tat, Minister for National Development and Deputy Chairman of MAS, noted: “C-suite executives and board directors need proficiency beyond financial management. They must be skilled in corporate strategy, capital optimisation, investor engagement, and media outreach.”

Today’s directors are expected to be catalysts for transformation. The role of the company director has evolved well beyond its traditional focus on risk management. While boards remain responsible for managing legal, financial, and operational risks, the scope of what constitutes “risk” has expanded dramatically.

From Oversight to Value Creation

What do ESG disclosures, cybersecurity, and compliance have to do with the modern director? Historically, very little—but for the director of the future, they are the essence of the role. Issues like climate risk, supply-chain ethics, and AI have migrated from the periphery of management to the centre of the board agenda. Directors need not master every technical nuance; rather, their mandate is to ensure robust systems are in place, experts are consulted, and warning signs are intercepted before they metastasise into crises.

Risk management remains the board’s heartland, anchored in the Companies Act and common law. However, the scope has intensified. ESG reporting, now mandated by listing rules and scrutinised by investors, has transformed workforce diversity and sustainability from aspirational ideals into hard governance obligations.

Beyond the “green” agenda, the stakes continue to rise. Global vigilance regarding anti-money laundering has narrowed the margin for error, while AI and rapid digitalisation have recast cyberattacks as fundamental board-level threats. Layered with geopolitical shocks, the director’s task is no longer to guard against yesterday’s failures, but to anticipate tomorrow’s disruptions.

Yet, focusing solely on risk paints an incomplete picture. Increasingly, directors are judged on their ability to cultivate value in a crowded and sceptical market. The antiquated assumption that a profitable business will naturally attract capital no longer holds true. A company may be operationally excellent and cash-generative, yet languish in obscurity without a compelling “equity story” or sufficient research coverage.

The Reputation Mandate

This broader remit pulls directors into the volatile realm of reputation management. Markets now respond as viscerally to trust as they do to earnings. Ethical lapses or “tone-deaf” executive decisions can trigger swift, lasting damage. Take, for instance, the infamous Coldplay-gate scandal at Astronomer, where the board was forced into a frantic damage-control exercise after senior leadership was caught in a compromising and highly public incident. In such moments, the board is expected to oversee a response that is not only legally sound but reputationally astute.

Unlocking Value: The Singaporean Response

Encouragingly, the ecosystem is beginning to respond. The MAS–SGX “Value Unlock” programme, backed by S$30 million in funding, is designed precisely to help companies—and their boards—build capabilities in corporate strategy, capital optimisation, investor relations and stakeholder engagement. Through grants, firms can co-fund training, sharpen their market messaging and strengthen succession planning. Truth is, many companies perform well operationally but struggle to communicate that value effectively. Helping good companies tell their story better may prove just as important as tightening the rules.

What This Means in Practice

For business owners looking to renew their boards, they must expand their thinking beyond the traditional philosophy of finding an accounts-trained and a law-proficient candidate. Finance and legal functions can be outsourced to service providers. The board is not supposed to provide free accounting and legal advice; they are there to both safeguard the company’s interests and to help it create value. Founders need to consider, alongside management, what the areas of need are and people their board accordingly.

For existing and aspiring directors, the learning curve could be a steep one. New areas of risk management such as cyber risk, climate impact and technological advancement may need someone with experience in navigating such strategies. Nor is getting a subject matter expert necessarily the solution. To a hammer every problem looks like a nail. The last thing a board needs is a director with specialist knowledge trying to prove his worth by interfering with management decisions in that area of expertise. Directors need to be knowledgeable but apply an analytical mind to issues arising.

Finally, there must be a new way of understanding the stakeholding landscape. If listed companies hope to secure more investment, their boards must know what markets look for. Increasingly savvy investors want to understand the business strategies and plans for the company, and how management intends to achieve them. They will insist that companies tie executive remuneration to delivery of these plans. A well-articulated plan, transparently presented by a leadership team that will hold itself accountable, will be rewarded.