MAS Issues Revised Code of Corporate Governance
Singapore, 2 May 2012… The Monetary Authority of Singapore (MAS) has accepted the recommendations made by the Corporate Governance Council (Council) on the Code of Corporate Governance (Code), and issued the revised Code of Corporate Governance.
2 MAS has carefully considered the recommendations of the Council, and is pleased to announce that it has accepted all of the Council’s recommendations. The key changes to the Code are focused on the areas of director independence, board composition, director training, multiple directorships, alternate directors, remuneration practices and disclosures, risk management, as well as shareholder rights and roles. MAS will however make two modifications to the recommendation relating to independence from substantial shareholders.
3 Ms Teo Swee Lian, Deputy Managing Director of Financial Supervision, MAS said, “MAS would like to thank Mr Alan Chan, the Chairman of the Council, and all Council members for the considerable efforts put into its deliberations, including a careful weighing of all inputs and feedback received as part of the review. The Council has delivered a set of sound and balanced recommendations that will underpin strong corporate governance among Singapore listed companies and enhance investors’ confidence in Singapore’s capital markets. MAS is happy to accept all of the recommendations.”
4 The revised Code will take effect in respect of Annual Reports relating to financial years commencing from 1 November 2012. MAS recognises that sufficient time should be given for companies to make board composition changes. Accordingly, the changes (with the exception of changes required as a result of the Chairman of the Board falling within the four circumstances1 specified in Guideline 2.2 of the Code) should be made at the Annual General Meetings following the end of the relevant financial year. A longer transition period will be provided for board composition changes needed to comply with the requirement for independent directors to make up at least half of the Boards in specified circumstances (Guideline 2.2). These changes should be made at the Annual General Meetings following the end of financial years commencing on or after 1 May 2016.
Guidance for Boards on Risk Governance (Guidance)
6 The Council has informed MAS that it will shortly be issuing a Guidance for Boards on Risk Governance. This is intended to provide practical guidance on risk governance for Board members. MAS welcomes this initiative as enhancing risk governance among listed companies is one of the key thrusts to strengthening overall corporate governance.
Inter-agency Committee on Corporate Governance
7 The Council will be dissolved upon the issuance of the Guidance. MAS would like to express its deep appreciation for the Council’s contributions. An inter-agency committee will be formed to carry forward the work on corporate governance. Chaired by MAS, the committee will comprise representatives from the Singapore Exchange Limited (SGX) and the Accounting and Corporate Regulatory Authority (ACRA).
1 The four circumstances are when the Chairman and Chief Executive Officer (i) is the same person; (ii) are immediate family members; (iii) are part of the same management team; or (iv) if the Chairman is not independent. Under Guideline 2.2, independent directors should make up at least half of the Board in any of the specified circumstances.
Note to Editor:
The Corporate Governance Council was established by MAS in February 2010 to promote a high standard of corporate governance among listed companies in Singapore. As part of the efforts to enhance the corporate governance landscape in Singapore, the Council conducted a comprehensive review of the Code which was last reviewed in 2005. The Council consulted the public extensively on proposed revisions to the Code, and submitted its recommendations to MAS on 22 November 2011 for consideration. ()