MAS accepts recommendations from Corporate Governance Council and issues revised Code

[opmi]

Amendment to Code of CG. 

Independent Directors who served more than 9 year since first appointment (before or after listing) will be subjected to 2 tier vote. 2nd vote by shareholders excluding
those shareholders serving as directors or CEO ( and their associates). If they fail the 2nd vote, they can still stay as non-independent director)

[opmi: If the incumbent IDs failed the 2nd vote, they are 'useless' to the controlling shareholders since they dont help to add to no. of required IDs on the Board to comply with the Code and also for situations like Offers. Technically minorities can 'kick out'/neutralize the IDs if they organize]  

http://www.mas.gov.sg/News-and-Publicati...uncil.aspx

http://www.mas.gov.sg/News-and-Publicati...uncil.aspx

http://www.mas.gov.sg/~/media/MAS/Regula...ations.pdf

http://www.mas.gov.sg/~/media/MAS/Regula...20Code.pdf

http://www.mas.gov.sg/~/media/MAS/Regula...idance.pdf

http://www.mas.gov.sg/~/media/MAS/Regula...nboard.pdf

[weijian]

I wonder if this move will eventually nudge those "chao kuan" companies (aka OPMI unfriendly ones) to delist?

SGX RegCo caps independent directors’ tenure, enhances remuneration disclosures

Singapore Exchange Regulation (SGX RegCo) will limit to nine years the tenure of independent directors (IDs) serving on the boards of listed issuers. The proposal to limit the tenure of IDs, which stemmed from recommendations by the Corporate Governance Advisory Committee (CGAC), received broad market support during a public consultation process.

While concerns about competition, sensitivity and privacy were raised during the consultation, market participants largely supported the proposal for issuers to disclose the exact amount and breakdown of remuneration paid to directors and the CEO in their annual reports.

https://links.sgx.com/FileOpen/20230111_...eID=743746

[ghchua]

Hi weijian,

Well, there are always ways to work around problems, and certainly with the new rules in place too.

For example, previously during the two tier voting, which excludes those shareholders serving as directors or CEO (and their associates) from voting, controlling shareholder can still vote as long as they do not serve as director or CEO in the company, thereby rendering the two tier voting pointless.

Let's see how companies react to them first.

[dreamybear]

Looking at other countries, perhaps a "Commission" is good for Singapore OPMIs ? What do VBs think ?

-------------
Investor protection has not improved in Singapore: Mak Yuen Teen
https://www.businesstimes.com.sg/esg/inv...-yuen-teen
"...While he says that regulators have stepped up enforcement actions over the last two to three years, there is still no real improvement in investors’ ability to protect themselves by exercising their rights to seek recourse when companies and their board of directors fail to carry out their duties...."

https://www.sfc.hk/en/About-the-SFC/Our-role
The Securities and Futures Commission (SFC) is an independent statutory body set up in 1989 to regulate Hong Kong's securities and futures markets.

Securities and Exchange Commission
https://www.sec.gov/about
The SEC’s mission is to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation.

Securities Commission Malaysia
https://www.sc.com.my/about

State Securities Commission
https://ssc.gov.vn/webcenter/portal/ssc/...nsandtasks

China Securities Regulatory Commission
http://www.csrc.gov.cn/csrc_en/c102023/c...zcnr.shtml

https://www.valuebuddies.com/thread-4019...protection
China securities regulator calls for more retail investor protection

Financial Conduct Authority
https://www.fca.org.uk/about

[weijian]

I don't ever remember SGX imposing fines on errant corporate figures, even though the Listing Disciplinary Committee has the powers to do so. Across the straits, Bursa Malaysia has also shown their speed of enforcement by giving public reprimands and fines within 1.5years after breaching the rules.

While SGX RegCo has improved by leaps and bounds since Tan Boon Gin came on board, but still far away from Bursa Malaysia's standards.

Bursa Malaysia publicly reprimands Top Builders Capital, fines eight directors

The exchange said all eight directors of Top Builders were imposed total fines of RM405,750

"The annual report was only issued on May 29, 2023, after a delay of six months and 29 days,” it said in a statement today.

The bourse also said that the company failed to announce the quarterly report for the financial period ended Sept 30, 2022, on or before Nov 30, 2022, the report of which was only issued on June 9, 2023, after a delay of six months and nine days.

https://www.thestar.com.my/business/busi...-directors

[Behappyalways]

As recent as this year....


Swing media was delisted and no one was 'punished'... Just like that....delist and 'sweep' the problems away...

https://links.sgx.com/1.0.0/corporate-an...e5059b6073

[Shiyi]

As recent as this year....


Swing media was delisted and no one was 'punished'... Just like that....delist and 'sweep' the problems away...

https://links.sgx.com/1.0.0/corporate-an...e5059b6073

Adding to the list: Fung Choi Media was liquidated "just like that".  What was distressing is the fact that F&N was one of the major shareholders in the company.

[CY09]

Soon we will be adding Fuxing China, Sino Grandness and Universal Resources to the list

China imposed a large fine for the misreporting on China Evergrande but on our front, nothing was faced for Noble. China Gaoxian got away with a mis reporting of $1.1 billion in PPE. Oceanus was another with a miraclous reporting that all its seafood produce died.

Singapore chose to be lax to attract businesses, otherwise too strict a law and very few listings will happen. For many of us Singapore investors, investing locally is difficult due to the leeway in which we allow creative accounting, poor corporate governance and apparent conflict of interests. It is fortunate that there are forums such as VB which in truth could do better work than SGX regco if we are given the powers and resources to investigate

[Shiyi]

Soon we will be adding Fuxing China, Sino Grandness and Universal Resources to the list

China imposed a large fine for the misreporting on China Evergrande but on our front, nothing was faced for Noble. China Gaoxian got away with a mis reporting of $1.1 billion in PPE. Oceanus was another with a miraclous reporting that all its seafood produce died.

Singapore chose to be lax to attract businesses, otherwise too strict a law and very few listings will happen. For many of us Singapore investors, investing locally is difficult due to the leeway in which we allow creative accounting, poor corporate governance and apparent conflict of interests. It is fortunate that there are forums such as VB which in truth could do better work than SGX regco if we are given the powers and resources to investigate

Midas Holdings and China Paper, both delisted and major shareholders got away scot free though they were proven to be involved in frauds. IDs were not responsible either.

[specuvestor]

Think Synear was suspended the longest time before delist offer extended couple of times

Low rental cost during IPO until major shareholder up the rents.Majot shareholders pattern more than badminton

https://www.valuebuddies.com/thread-1528...l#pid24423