Francis Chan, Executive Director at Titanium Law Chambers, offers practical advice for HR leaders handling executive separations in Singapore
C-suite separations are rarely smooth or risk-free. Even when justified, the decision to part ways with a senior executive can create ripple effects across teams, stakeholders, and the company’s reputation.
To explore how HR can manage these situations responsibly, HRD Asia spoke with Francis Chan, Executive Director at Titanium Law Chambers.
Before any separation discussion begins, Chan advises employers to examine two things: the basis for termination and the consequences that flow from it.
“Any person's employment can be terminated at any time, so long as notice or salary in lieu of notice is given,” he explains.
“But when you’re dealing with C-suite executives, the contracts usually contain more features… Garden leave clauses, severance payments, acceleration of incentive schemes… So it's not just a matter of notice periods.”
Chan highlights that senior contracts often include restrictive covenants, such as non-compete and non-solicitation provisions, that do not appear in rank-and-file agreements.
Severance and acceleration clauses may also be applicable, particularly in cases involving bonuses or stock options.
“For certain C-suites who are good at negotiating, these acceleration clauses might bring forward the vesting of benefits in the event that employment is terminated, assuming there’s no misconduct.”
He adds, “Few companies want to engage in a legal battle with C-suite employees… There’s usually more money at stake, and employees generally have more resources to take the employers to court.”
Under Singapore law, dismissals for misconduct require a due inquiry. “This step is often skipped because the conversation can be awkward, especially if the person is senior,” says Chan.
But the inquiry is mandatory, and must allow the employee to respond to the allegations.
“The company may investigate first without the employee, but eventually, the evidence must be presented for a response,” he adds.
When allegations involve sensitive issues or optics matter, employers may appoint a neutral legal investigator to ensure impartiality.
Most contracts contain a clause that allows for summary dismissal, often referencing a code of conduct. “But employers still need to prove that the conduct amounts to ‘misconduct.’ This is where proper documentation becomes critical,” Chan notes.
Poorly drafted contracts can derail termination efforts. Chan warns that vague clauses are often the root of disputes.
“In a termination situation, both parties are already in conflict. If the bonus clause is ambiguous, it opens the door for argument.”
For example, a clause might allow a prorated bonus if the executive leaves early, but fail to clarify if that still applies after summary dismissal.
“The employer might say the bonus is forfeited for misconduct. The employee might argue otherwise,” says Chan.
He adds, “A bonus clause may be drafted to sound like the employee is entitled to a bonus… But it may be silent as to what happens when the employee is summarily dismissed.” This lack of clarity may turn an already delicate process into a legal dispute.
While many high-level exits are branded as mutual, Chan explains that true mutual separations are negotiated, not automatic.
“Often, it starts with a termination initiated by the employer, but the employee negotiates for it to be labelled as mutual for optics and employability.”
In Asia, where preserving face is important, mutual separations are commonly requested. But employers must tread carefully.
“You may lose leverage when you’ve already cited misconduct without doing a proper inquiry, or when the communication lacks a human touch,” Chan says.
“Employees are emotional during termination. If you respond like a machine, you’ll only frustrate them more and antagonize them. This increases the risk of the matter blowing up,” he adds.
“It’s like calling your TELCO and getting a voice recording on loop.”
Senior executives often hold dual roles, such as being both a company director and CEO, which can complicate the offboarding process.
Chan says HR should be prepared. “Usually, a resignation letter for the directorship is prepared in advance, and the executive is asked to sign it during the conversation.”
Ideally, the employment contract includes a clause requiring the executive to resign from board positions upon termination. If the executive is uncooperative, Chan recommends leveraging “good leaver” clauses.
“A good leaver clause offers an additional payment if the executive cooperates, signs documents, completes handovers, and avoids disruptions. Most executives accept this, even if they’re upset, because they understand the value of that incentive.”
Retaliation claims can arise when executives have recently flagged compliance or governance concerns.
“Sometimes, the company had already planned the termination, but the timing overlaps with a whistleblowing report. That creates suspicion,” Chan explains.
He advises employers to document legitimate performance-related reasons and consider stating them explicitly.
“If there’s a substantiated reason, like poor performance, it may be safer to give it, even though Singapore law doesn’t require it.”
When an investigation is ongoing, it may be prudent to wait until it concludes. “If the employee knows they’re under investigation and you let them go before it ends, they’ll argue the decision was prejudged.”
If the executive manages sensitive client accounts or proprietary information, garden leave alone may not be enough.
“You can’t monitor whether someone meets a client for coffee,” Chan says.
He recommends layering protections: “Use garden leave, but also include handover clauses and non-solicitation terms in the separation agreement. That way, there’s a clear, positive obligation to stay away from client relationships.”
Even without a good leaver clause, the employment contract should mandate cooperation upon termination. “Include a clause requiring the executive to return documents, share information, and complete a proper handover,” he advises.
When terminations escalate, Chan says employers who remain composed and prepared fare best. “It often becomes emotional, not just for the executive, but for the management letting them go.”
The key difference? Preparation. “The employers who manage it well have already reviewed the contract, know what’s ambiguous, and prep their leadership team on how to speak with the executive,” Chan explains.
“That conversation with the employee is the most critical juncture of the termination process,” says Chan.
“What is said to the employee could determine how the employee reacts.”
“This is what I train my clients to do,” says Chan.
“To teach them how to be diplomatic, to help them answer the tough questions… Because no matter how much writing you have on the wall, no one really anticipates their dismissal and what this really means for them legally.”
“HR and senior management need to be trained to handle such conversations. If you don’t manage it well, the situation can escalate, even when the company has fulfilled its legal obligations.”
And for HR, that balance is no longer optional. It’s a mark of strategic leadership.
