Fine-tuning the Quarterly Reporting regime to save on compliance cost? But who’s counting? (5 February 2018)

Unless you’re an ice-cream seller, it is near-impossible to please everyone. And I don’t think that SGX is going to find much luck in respect of this Consultation Paper. Some listed companies which hoped to be spared from what they claim to be a burdensome QR regime, citing unnecessary costs of compliance and reporting, will probably continue to gripe about retaining this practice. SGX has also been under pressure with the opinion that the QR regime makes Singapore unattractive to new IPOs. But is this true? Some Singapore companies which have attempted a dual-listing in an Exchange not-far-north have gone through much tighter listing-regulatory regimes and there doesn’t seem to be a lack of other companies trying the same.

One of the suggestions by SGX is to raise the market-cap criterion of listed companies that have to issue Quarterly Financial Statements from S$75 million to S$150 million. This criterion has been perceived as arbitrary and led to the view that this shifts the game towards institutional investors, where the reduction of transparency will further negate interest from retail shareholders and investors.

Although the raised-threshold addresses the reporting burden on smaller companies which may not have the resources for it, these same companies are also more likely to be family-run and do not fare as strongly for investor relations. Some analysts have noted that the Annual Reports of the smaller companies generally lack meaningful disclosure and therefore removing QR for such companies would further negate interest from investors.

Moreover, a “bright-line” criterion based on a market-cap quantum will bring further complications to companies with volatile share prices swinging between a bull and bear market. What if a company’s market-cap were to cross over and under S$150 million between quarters? And what of comparative-period financial information if a company was suddenly hurled above the threshold? Conversely, some minority investors hold the view that more regular information-flow is much needed during a bear-market and the market-cap is shrinking!

Some capital market stakeholders have argued against a blanket-exemption, and for a risked-based approach. It has been suggested that listed companies with poor compliance records, qualified audit opinions, included on the SGX Watchlist etc, should not be exempted. Another suggestion in the SGX Consultation Paper allows minority shareholders to vote every 3 years on whether a Company can opt out of QR. This acknowledges that minority shareholders know best on whether frequent disclosure is important to their investment decisions.

Another critical question to be addressed – is this really about compliance cost? Quarterly financial reports are not required to be audited nor reviewed, and these are often already regularly provided by the Company’s in-house finance team. Most companies will probably have financial systems set up to monitor sales, expenses and receivables on a monthly-basis!

There are also other ongoing Consultation Papers issued by the SGX which indicate a more rigorous compliance regime – especially pertinent is the proposed Listing Rule changes consequential to Code of Corporate Governance review.

Here is my Personal Wish List resulting from this review –

• The frequency of reporting should not reduce from a quarterly-basis. But the extent of the disclosure should be amended to encourage more transparent information in a simple format.
• GX RegCo should consider calibrating its approach to queries raised towards the listed companies on their disclosures. Very often, management of listed companies cite SGX-queries as a significant load on their reporting burden.
• Should the frequency of reporting be reduced (say to half-yearly), the Board and Audit/Risk Committees of listed companies must continue to meet on at least a quarterly basis so as to ensure that business and risk developments are escalated and discussed. Critical developments could then be identified for Continuous Disclosure.

What I really hope to see – is for the QR framework to be enhanced in alignment with Corporate Governance and Continuous Disclosure, so that we address the most critical issues of information asymmetry and market efficiency.