Below are key takeaways from ISS’ recently released Singapore 2021 Proxy Season Review. The full report is available to institutional subscribers by logging into ProxyExchange then selecting the Governance Exchange and its Report Center tab and to corporate subscribers by logging into Governance Analytics then selecting the Governance Exchange and the Report Center tab.
- Returning Singapore proxy season timeline: The distribution of meetings for the first seven months of 2021 was comparable to that of meeting distribution in 2019, pre-pandemic, with meetings usually concentrated in the month of April for issuers with financial years ending on December 31. The relevant government authorities also extended alternate arrangements to hold meetings virtually in Singapore given the unpredictable patterns and effects of the COVID-19 pandemic situation. It is anticipated that companies will be holding their general meetings virtually until further notice.
- SGX RegCo Consultation and Roadmap on Climate and Board Diversity Disclosures: After a public consultation earlier in the year on both sustainability reporting and board diversity disclosures, SGX RegCo announced the consultation received broad support. In December, the SGX RegCo unveiled its roadmap for issuers to provide climate-related disclosures based on recommendations of the Task Force for Climate-related Financial Disclosures (TCFD) commencing from the financial year (FY) 2022, and mandating specific disclosures around board diversity, along with other key changes to sustainability reporting requirements
- Improving Gender Diversity on Singapore Company Boards: To strengthen gender diversity in boards of SGX-listed companies, the Council for Board Diversity of Singapore has previously set a triple tier Women-on-Boards target of 20 percent by 2020, 25 percent by 2025, and 30 percent by 2030 for the largest 100 primary-listed companies on SGX. Based on ISS’ Singapore coverage universe during the period from January to June, the total number of companies with 20 percent and more female representation on board increased by approximately 20 percent from 53 companies in 2020 to 64 companies in 2021.
- Implementation of Two-Tier Voting System for Directors with Long Tenure: SGX will impose a two-tier voting system for independent directors who have served on a company’s board for more than nine years. In view the approaching date of mandatory compliance with the two-tier voting system, a number of Singapore-listed companies have already started to adopt the two-tier voting system and have put forward proposals for the approval of shareholders at their AGMs.
- Expansion and Reinforcement of Powers by Market Regulators: In August 2020, SGX RegCo opened a public consultation to seek opinions on certain changes to the SGX Listing Rules with the aim to expand the range of its enforcement powers and to require issuers to adopt a whistleblowing policy. The Monetary Authority of Singapore also issued a consultation paper which aims to reinforce its investigative powers and strengthen its evidence-gathering powers and facilitate inter-agency coordination.
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By Michaella Angela Chuaunsu, Amanda Marga Asa, Lorenzo Montecillo
