SGX board shake-up puts independence under the spotlight

SGX board shake-up puts independence under the spotlight

Singapore’s listed companies could face tighter limits on how their boards are built and run, after the Corporate Governance Advisory Committee (CGAC) and the regulatory arm of the city-state’s exchange, Singapore Exchange Regulation (SGX RegCo), put forward a package of reforms to the Code of Corporate Governance and the SGX Listing Rules.

Among the most significant changes, individuals would be barred from sitting on the boards of more than five listed entities. Key board committees would need an independent director as chair and a majority of independent members. Firms would also have to be more open about how directors are appointed and how they keep their skills current.

The package is organised around three priorities. The first is helping companies apply the Code in practice, with the Code and its Practice Guidance revised to set out desired outcomes alongside worked examples. The second covers board independence and quality, as described above. The third concerns value creation: revised Code provisions would underline that boards are accountable for steering strategy, long-term value and dialogue with investors, and listed firms would be obliged to publish their capital management policies.

According to the two bodies, the reforms aim to reinforce governance standards, encourage durable value creation and protect investor trust. They are designed to work alongside measures from the Equities Market Review Group intended to bolster Singapore’s equities market.

In drafting the changes, the bodies considered global developments and gathered views from investors and listed issuers, including smaller and mid-sized companies. The proposals will now go out for public consultation.

CGAC chairman Bob Tan said, “Maintaining trust in our capital markets relies on continuous improvements to our corporate governance. The CGAC’s proposals aim to elevate standards and build greater trust between listed issuers and investors. By strengthening these foundations, we enable companies to pursue sustainable value creation.”

SGX RegCo CEO Tan Boon Gin said, “Continued momentum in our market’s Value Unlock movement requires commitment from corporate boards. The proposed amendments to our Rules would add structure to how boards think about leadership and accountability, thus fostering a culture of strong board governance.”

Monetary Authority of Singapore (MAS) deputy managing director (financial supervision) Ho Hern Shin said, “Strong corporate governance is fundamental to strengthening Singapore’s equities market. We thank the CGAC for this set of proposals to strengthen corporate governance, which will now be published for public consultation. MAS, SGX and the CGAC welcome feedback to help shape the proposals for effective implementation.”

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