Role of the Corporate Secretary in Navigating the Corporate Governance Regulatory Framework

Role of the Corporate Secretary

Role of the Corporate Secretary in Navigating the Corporate Governance Regulatory Framework

Corporate governance serves as the foundation for business integrity and long-term sustainability, guiding companies to operate with transparency, accountability and ethically.

In Singapore, regulatory changes, in tandem with evolving global challenges have shaped a governance framework that prioritises robust oversight and ethical conduct. Singapore’s corporate governance framework is built on key principles aimed at improving corporate transparency, accountability and board effectiveness. The Code of Corporate Governance, introduced in 2001 and last updated in 2018, has been regularly updated to ensure that businesses operating in Singapore do so beyond global best practices.

The changes in corporate governance introduced in recent years highlight the country’s unwavering commitment to maintaining a fair and transparent corporate environment.

Businesses must adapt to these changes to remain competitive and uphold strong reputations. Being proactive about the updates not only ensures companies remain compliant with regulations but also positions them for long-term success in an increasingly competitive market.

In this guide, we explore the recent changes in corporate governance and offer practical insights to help businesses navigate these developments effectively.

Key Updates and Changes in Corporate Governance

Since the last update of the Code of Corporate Governance in 2018, Singapore has introduced several key reforms to align with global best practices, says Ngiam May Ling, Associate Director of Corporate Secretarial at BoardRoom Group. These updates emphasise board independence, transparency, risk management and sustainability, reflecting the nation’s commitment to maintaining robust corporate governance standards.

Here are the key changes in corporate governance:

Strengthened Board Composition

Businesses must ensure that at least a third of their board members are independent directors to reduce conflicts of interest and foster objective decision-making. If the chair isn’t independent, at least half of the board must consist of independent directors.

Enhanced Transparency

New requirements now require improved financial reporting and disclosure practices. This includes mandatory reporting on directors’ and executives’ remuneration policies, ensuring that compensation aligns with the company’s long-term goals.

Enhanced Board Diversity

Businesses must disclose their board diversity policies and offer measurable goals to achieve them. This diversity must be reflected in gender, experience and skills. These measures encourage varied perspectives and improve board effectiveness.

Increased Focus on ESG Reporting

Starting in 2022, companies listed on the Singapore Stock Exchange must include climate-related disclosures that align with the Task Force on Climate-Related Financial Disclosures. Boards are expected to oversee sustainability initiatives and incorporate ESG considerations into company strategies.

Mandatory Training for New Directors

New directors must undergo training to stay informed about evolving governance standards, regulatory requirements and industry-specific risks. All board members are also encouraged to engage in ongoing professional development.

Strengthened Risk Management

There is a new emphasis on cybersecurity and data protection. Boards must ensure that their businesses have robust risk management frameworks and are ready to handle security threats and privacy concerns.

These updates ensure that Singapore’s corporate governance framework remains forward-thinking and globally competitive. By embracing these changes, businesses can foster trust among investors and stakeholders, enhancing their reputation and operational resilience.

ole of the Corporate Secretary in Navigating the Corporate Governance Regulatory Framework

How to Navigate Changes in Corporate Governance

The robust corporate governance rules strengthen transparency, accountability and sustainability practices, but the complexities of the rules are challenging for businesses to navigate.

Key Challenges and Implications for Business

May Ling identifies three key challenges businesses face when meeting the framework requirements:

   Interpretation and Implementation Challenges

Businesses may struggle with understanding the regulatory language. This could lead to a misinterpretation or a delay in implementation, resulting in non-compliance. As May Ling explains, “The laws may be subject to more than one interpretation, and the implementation of new regulations can pose challenges.”


   Increased Cost

Meeting governance requirements often requires hiring specialised ESG or risk management professionals, which can strain budgets, especially for small and medium enterprises. “The cost of complying can become burdensome because, a lot of the time, companies don’t have huge budgets for compliance matters,” says May Ling.


   Demand for Skilled Talent

Companies must hire or upskill staff to manage new reporting requirements, particularly in areas like sustainability and cybersecurity.


Practical Steps to Adapt

Businesses can adopt the following strategies to avoid these challenges and ensure the successful development of a corporate governance framework.

   Establish a Monitoring Process

Hiring a dedicated compliance officer or engaging external advisors can help businesses stay updated on regulatory changes. Consultation papers and regulator-issued updates also help prepare businesses for upcoming requirements.


   Develop Robust Policies and Frameworks

Create clear policies for ESG reporting and risk management with measurable goals and accountability mechanisms. Implement a structured compliance framework to ensure adherence to governance standards.


   Invest in Training

Organise regular training programmes for board members and management to keep them informed of the latest governance standards and practices. Equip teams with the skills needed to handle evolving regulatory demands.


   Engage Corporate Governance Specialists

Partner with firms like BoardRoom to gain access to expert guidance on navigating compliance complexities and aligning with best practices. BoardRoom can provide specialised advisory services for ESG, risk management and other critical governance areas.


   Promote Transparency with Stakeholders

Communicate compliance strategies and actions openly with shareholders to build trust and reinforce governance credibility. Encourage stakeholder feedback to align governance initiatives with broader expectations.

Adapting to the development of corporate governance rules requires a proactive approach and a commitment to continuous improvement. By taking these steps, companies can ensure compliance, mitigate risks and enhance their reputation for good governance. BoardRoom’s team of specialists will help businesses meet these challenges and drive long-term success.


Ken says that outsourcing can significantly reduce the administrative burden on in-house teams, allowing financial institutions to focus on their core business activities. He highlights the importance of conducting a thorough needs assessment, selecting a reliable provider and establishing a clear communication plan.

The Role of Outsourced Corporate Governance Advisory Services

Outsourcing corporate governance services has become a strategic advantage in today’s complex business environment. Partnering with specialists ensures access to the latest expertise in navigating regulatory changes and implementing corporate governance best practices.

This is especially critical for ESG compliance, where evolving frameworks and mandatory reporting can overwhelm in-house teams. Outsourcing not only alleviates the burden of staying current with regulations but also provides access to skilled professionals who can streamline compliance, mitigate risks and enhance governance efficiency.

“We have a very formidable bench of corporate governance specialists at BoardRoom,” says May Ling. “We keep abreast of the latest changes, and we have regular dialogues with the regulators.

“We reach out to them when we wish to seek their views on how best to interpret and implement a rule. We are also able to tailor our service to best suit clients’ needs, and we develop robust and relevant training programmes as part of our corporate secretarial services.”

The BoardRoom team’s depth and breadth of knowledge honed from years of practical and theoretic experience enable them to truly understand how regulators operate and what industry best practices are.

Embracing Corporate Governance Changes for Long-Term Success

Staying nimble and adaptable to changes in corporate governance is not just a regulatory obligation; it’s an opportunity to build a more resilient, transparent and sustainable business. Staying up-to-date with evolving standards, such as enhanced ESG reporting, stricter board independence criteria and improved risk management practices, is essential for maintaining compliance, fostering stakeholder trust and securing long-term success.

Navigating these complexities can be challenging, but businesses don’t have to do it alone. With deep expertise and a proven track record, BoardRoom’s specialist corporate governance services can help your organisation stay ahead of regulatory changes and implement best practices effectively. Contact BoardRoom today to ensure your corporate governance framework supports your growth and strengthens your competitive edge.

Contact BoardRoom for more information:

Ngiam May Ling

Ngiam May Ling

Associate Director of Corporate Secretarial

E: [email protected]

T: +65 6536 5355

Related Business Insights

New Bursa Malaysia Amendments: Key Updates on Securities Issuance, Executive Pay & More

New Bursa Malaysia Amendments: Key Updates on Securities Issuance, Executive Pay & More

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Bursa Malaysia Securities Berhad (“Bursa Malaysia”) has rolled out pivotal amendments to the Main and ACE Market Listing Requirements (LR) that will transform how companies approach securities issuance, executive remuneration, and transparency in financial reporting. 

These changes, effective from January 2025, aim to:
  • enhance governance
  • ensure greater accountability, and 
  • provide clearer insights for investors
Whether you're involved in fundraising activities, managing employee share schemes, or overseeing corporate disclosures, these updates are crucial for staying compliant and competitive. Discover the key amendments that could impact your organisation and learn how to navigate these new requirements effectively.

Key Amendments

  1. Transparency on new issue of securities

    •    Placement Exercise
    In relation to issuance of placement of securities in stages, announcement by listed issuer simultaneous with the quarterly report on a quarterly basis on:

    a) in respect of each staggered issuance:

    i. the price-fixing date and issuance date;

    ii. the number of securities issued and allotted;

    iii. the issue price and basis of determining the issue price; and 


    b) the aggregate number of securities issued and allotted pursuant to the placement at the end of each quarter.

    •    Placees Details
    The relevant adviser of the listed issuer/ listed corporation is required to submit the following additional information to the Exchange:

    a) the source of funds for the payment of the securities placed to each placee; and

    b) the names, home or business addresses, identity card/ passport/ company registration numbers, occupations/ principal activities and securities account numbers of the ultimate beneficial owner of the securities placed to each placee, if any.

    • Additional disclosures on the utilisation of proceeds

    a) in the case of a new issue of securities for fund-raising purposes, a listed issuer/ listed corporation must announce the status and details relating to utilisation of proceeds on a quarterly basis, simultaneously with the announcement of its quarterly report, until it has announced full utilisation of the proceeds raised; and

    b) the announcement made must include the following information:

    ​​​​i. details of the projects, initiatives or purposes funded by the proceeds, together with their status or progress; and

    ii. the unutilised proceeds, if any, including how the listed issuer has dealt with such proceeds pending utilisation.
  2.  Employee Share Scheme Framework

    • Flexibility accorded to the listed issuer/ listed corporation to implement more than one Share Issuance Scheme. However, total number of shares granted under all Employee Share Schemes is limited to 15% (30% under Ace Market) of total no. of issued shares.

    • Disclosure of Employee Share Scheme in annual report has been enhanced to include aggregate options/shares granted, exercised, vested/remained outstanding, exercise price or purchase price, based on categories of participants.
     
  3. Remuneration Disclosure

    • Enhanced remuneration disclosures in annual reports for Chief Executives, on a named basis.
     
  4.  Convertible Debt Securities

    • Extending 50% limit to convertible debt securities.
     
  5. Restriction in Interim Corporate Proposals

    • Disallowing an affected listed issuer and a PN17 Issuer/ GN3 Company from undertaking interim corporate proposals pending regularisation of its condition, unless allowed by the Exchange.
     
  6. Chain Listing Requirements

    • Adherence to chain listing requirements if a listed issuer wishes to list its subsidiaries on a foreign stock exchange.
     
  7. Special Auditor Appointment

    • Requirements relating to appointment of a special auditor.
     
  8. Comparative Disclosure for Plantation and Timber Corporations (Main Market only)

    • Comparative disclosure of production figures for plantation and timber corporations on quarterly basis, in addition to monthly basis.
     
  9. Updated Issuers Communication Note No. 1/2023 - Guidance on Conflict of Interest (“COI”)

    • Bursa Malaysia has updated the Guidance on COI by providing Q&A in Annexure 1.

Implementation

No.

Amendments

Implementation Dates

a.

Placement Exercises/New Issue of Securities

2 January 2025

b.

Share Grant Schemes

2 January 2025

c.

Convertible Debt Securities

2 January 2025

d.

Annual Reports Disclosures

Applicable to annual reports issued for financial year ending on or after 31 December 2024 onwards

e.

Comparative disclosure for plantation and timber corporations on quarterly basis (Main Market only).

Applicable to quarterly reports issued for financial period ending on or after 31 December 2024 onwards
 

f.

All other amendments

2 January 2025 onwards

                
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