Use of Electronic Signatures in Singapore

Use of electronic signatures in Singapore

Use of Electronic Signatures in Singapore

The latest roll out of the Singapore government’s new digital identity platform is yet another move that showcases the tech nation’s commitment to digitalising the country. One of the main features will empower citizens to digitally sign legal documents such as contracts securely. At BoardRoom, where possible, we’ve adopted electronic signatures for years, not only as part of our aim to go paperless but also to optimise our business processes.

What exactly are electronic signatures and when can you use them? Are there any situations in which they may not be legally binding? In this article written by our partner, Virtus Law LLP (a member of the Stephenson Harwood (Singapore) Alliance), they dive deep into the usage of electronic signatures in the highly digitalised society of Singapore.

Use of electronic signatures in Singapore

The global technological landscape is evolving rapidly and various advancements in digital technologies have transformed the way we transact. In the context of the ongoing digital revolution, the Singapore government has announced Singapore’s goal to become a leading Digital Economy. On 5 November 2020, the Singapore government launched a new digital signing service, the “Sign with SingPass“, that allows SingPass users to electronically sign contracts and other legal documentation. This supports efforts to digitise Singapore government services as it allows users to complete transactions with the Singapore government without the need to be physically present to sign documents.  

In light of the accelerated pace of digitalisation precipitated by COVID-19, the use of electronic signatures has become increasingly relevant to businesses. In this article, we will discuss the key issues relating to the use of electronic signatures in Singapore.

Electronic signatures

At the outset, the Electronic Transactions Act, Chapter 88 of Singapore (the “ETA“), which came into force on 1 July 2010, provides for the legal recognition and use of electronic signatures. Under section 8 of the ETA, electronic signatures may be recognised as the functional equivalent of “wet-ink” signatures if the method used (a) can identify the signatory and indicates the signatory’s intention in respect of the contents of the document; and (b) is appropriately reliable considering the purpose of the document or is proven to have fulfilled the requirements in paragraph (a).

Electronic Signatures

While the ETA does not expressly define the term “electronic signature”, it is generally understood as an acknowledgement provided by way of technology having electrical, digital, magnetic, wireless, optical, electromagnetic or similar capabilities.

This, however, is differentiated from a “digital signature” under the ETA, which is subject to further requirements under the ETA.

In determining whether something amounts to an electronic signature, the Singapore courts will generally look at whether the method of signature used satisfies the authenticating function of a signature, instead of whether the form of signature used is one which is frequently recognised.

Without a specific definition of “electronic signatures”, they can possibly take different forms, subject to the legal requirements in the ETA being satisfied. Some examples of electronic signatures may include:

  1. A person typing his/her name into a contract or email containing the terms of the contract;
  2. A person electronically pasting his/her signature (e.g. in the form of an image) into an electronic version of the contract within his/her signature block;
  3. A person accessing a contract through a web-based signature platform such as DocuSign and Adobe, and clicking to have his/her name inserted into the contract in the appropriate place; and
  4. A person using a finger, light pen or touchscreen to sign his/her signature in the appropriate place in a contract.
Excluded Matters
Excluded Matters

There are a number of matters that are excluded (the “Excluded Matters“) from the application of the ETA. This includes, amongst others, the execution of a will, bills of exchange, bills of lading, the creation of a declaration of trust, power of attorney and any contract for the sale of immovable property.

These exclusions mean that, among other things, parties cannot rely on the ETA to satisfy the legal requirements of writing or signatures in relation to the Excluded Matters. It is therefore recommended that any document or transaction that falls within the scope of Excluded Matters should be signed using a “wet-ink” signature.

That being said, the Infocomm Media Development Authority Singapore (“IMDA“) is in the process of reviewing the ETA, to ensure that the ETA continues to be progressive and to strengthen Singapore’s position as a hub for electronic transactions.

One of the proposed amendments is to remove most business-related transactions while retaining personal or familial transactions in the list of Excluded Matters.

On 4 January 2021, the Electronic Transactions (Amendment) Bill (“Amendment Bill”) was introduced to Parliament. The Amendment Bill seeks to adopt (with modifications) the UNCITRAL Model Law on Electronic Transferable Records (2017), which enables the use of electronic transferable records both domestically and across borders, such as bills of exchange, bills of lading, promissory notes and warehouse receipts etc. Consequently, the Amendment Bill seeks to, among other changes, remove such documents from the list of Excluded Matters.

It is noted that the Amendment Bill is part of a wider and ongoing initiative by the Singapore Government to review and support the electronisation of various types of instruments or transactions. We can expect further amendments to the ETA when the legislative and administrative frameworks supporting the electronisation of such instruments or transactions are ready to be enacted or implemented.

Practical issues arising from the use of electronic signatures
Practical Issues Arising From Electronic Signatures

Examples of documents where electronic signatures are recognised pursuant to the ETA include the constitution, minutes of board/shareholders’ meetings, written resolutions, proxy forms, service agreements, resignation letters and solvency statements. This list is not exhaustive. Companies may consult their lawyers or corporate secretarial agents for advice on whether a document may be signed using an electronic signature.

It should be noted that deeds and powers of attorney, which are commonly entered into by businesses, run the risk of unenforceability if executed by way of electronic signatures. We would thus strongly recommend that businesses avoid the use of electronic signatures in this context.

It is not necessary for companies to amend their constitution to expressly provide for the use of electronic signatures to execute documents, as the ETA may be relied upon for this purpose. Nevertheless, to address electronic risks, companies may consider

adopting internal guidelines relating to the use of electronic signatures, such as the method of electronic signatures approved for use by the company and security measures that may be implemented by the company. Companies may consult their lawyers or corporate secretarial agents for assistance in this regard.

To satisfy the requirements for an electronic signature under the ETA, the method of the electronic signature must be appropriately reliable, taking into account all relevant circumstances such as the purpose of the document. Appropriate safeguards should therefore be implemented to address the electronic risks that arise from the use of electronic signatures. We elaborate on this in the next section below.

Electronic risks

Technological advancement can be a double-edged sword. While electronic signatures and records can facilitate transactions for businesses, they are more susceptible to being tampered, modified or forged due to its very nature. For instance, an electronically scanned signature used legitimately in a transaction can be easily copied and used by a fraudster for a different document.

The pertinent challenges that businesses generally face include, without limitation:

  1. whether an electronic record/contract has been altered, modified or tampered with;
  2. whether there are adequate security measures put in place to protect the electronic signatures and electronic records;
  3. whether the identities of the parties involved can be ascertained;
  4. whether the parties involved in the transaction can trust each other due to the lack of a face-to-face meeting;
  5. if applicable, whether both parties have access to the third-party e-signature platforms, whether such platforms are secure, and whether such platforms are willing or able to provide evidence should a dispute arise; and
  6. if applicable, whether the corporate representatives of the parties involved have the relevant authorities to transact on behalf of their principals.
    Electronic Risks

    With these potential challenges looming, the use of electronic signatures should be evaluated with caution, especially with high-value transactions, transactions that require large payments to be advanced or transactions that are concluded entirely online without sufficient verification and authentication.

    Ultimately, one should perform a cost-benefit analysis to determine whether the use of electronic signatures should be adopted in specific transactions.

    There are practical measures, though not fool-proof, that may alleviate the risks of using electronic signatures, including:

    1. performing extensive “know-your-client” checks to assess the risk profiles of the counterparty;
    2. maintaining a list of authorised personnel who are authorised to forward documents signed using electronic signatures;
    3. performing call-back verification with the signatory;
    4. adopting technical security measures such as encrypted passwords and two-factor authentication, including the use of “digital signatures” as expounded under the ETA;
    5. adopting the use of “secure electronic records” and “secure electronic signatures” as expounded under the ETA; and
    6. engaging a Certification Authority who acts like trusted electronic notaries, certifying the electronic identities of users and organisations by verifying and vouching for the identity of the subscribers and providing certificate management services to support trusted and secure transactions.
    A flourishing digital economy?

    The use of electronic signatures in Singapore is no longer in its infancy and should be welcomed especially given Singapore’s vision to become a Smart Nation powered by digital innovation. However, caution ought to be exercised and appropriate safeguards should be implemented to ensure that electronic signatures are securely used.

    Due to the emergence of new technologies such as the Distributed Ledger Technology, Smart Contracts and biometrics, the nature of electronic transactions is also rapidly evolving. New legislative and regulatory developments will therefore arise from time to time, resulting in further implications for businesses, and businesses should keep abreast of these developments so that they can stay ahead.

    Author

    This article was written by Virtus Law LLP (a member of the Stephenson Harwood (Singapore) Alliance).

    Empower your Digitalisation Journey

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    The New Approach: 6 Fresh Ways To Mitigate The Employee Impact Of Cost-Cutting Measures During A Recession

    Outsourcing can be an effective cost-cutting measure during economic downturns

    The New Approach: 6 Fresh Ways To Mitigate The Employee Impact Of Cost-Cutting Measures During A Recession

    The New Approach: 6 Fresh Ways To Mitigate The Employee Impact Of Cost-Cutting Measures During A Recession

    We’ve been through recessions and economic downturns before, but this time is different.

    It’s more personal in many ways – yet also more universal. Almost all businesses across the globe have been affected, and the crisis will probably have far-reaching consequences for many years to come.

    Most forward-thinking organisations understand that people ARE their business, and have recently increased their investments in employee wellbeing and welfare accordingly. The recession hasn’t changed the need to attract and retain top talent. If anything, the importance of your people has only multiplied.

    So while cost-cutting measures are essential to weather this storm, mitigating the effects of those measures on your most important resource – your people – is also vital.

    Getting it right is critical. This will require some innovative thinking, because the tried and tested paths are no longer the answer.

    Now is the time for new perspectives on old solutions. It’s time to balance short-term cost-cutting survival with organisational stability and long-term change.

    Below are our top six recommendations for fresh ways to approach traditional measures.

    01 Cost restructuring and reduction

    Cost-cutting measures are as old as downturns themselves. In this new climate, though, these measures need to look considerably different to the redundancy programs of the past.

    They need to strike a balance between the numbers on the spreadsheet and the people-dynamics of your business. There needs to be a recognition that some savings and gains can’t be measured in absolute terms, and that the future of your business can’t just focus on one quarter’s balance sheet.

    The modern approach to retrenchment must be to decide which team members to keep based on who’s most invested in your company’s future. You need to look for business allies and those who create cohesion within the team to reduce future liabilities for poor performance or disputes. While this may not result in the fastest cost-savings, it does provide a much more solid path to business recovery.

    02 Employee share plans

    Cost-cutting measures are incongruous with bonuses and pay rises.

    However, it’s likely that your team has never worked harder and, especially in such a challenging climate, you are keen to show your appreciation for all that they’ve done.

    Employee share plans are an effective solution that have positive long-term consequences for both you and your team.

    This is for two crucial reasons:

    1. You can reward your key staff for their hard work, fostering team loyalty, without incurring extra costs.
    2. You can balance the need to cut short-term costs with incentivising continued employee performance through longer-term reward options.

    In other words, rather than creating a disgruntled team that feels unrewarded, you create a motivated team that’s committed to your organisation’s success. In doing so, you position your business for future long-term growth.

    Plus, when your business succeeds, your employees know they’ll also reap the benefits. It’s a win/win solution.

    03 Government financial support

    Staying afloat during a downturn isn’t always about pulling internal levers to reduce costs. In the current crisis, there’s a wealth of support available from government sources.

    However, navigating this support can be complex. The last thing you want to do is accept government stimulus support that provides short-term help while impinging on the viability of your long-term plans.

    This is an area where an outsourced service provider may be able to offer extra value. Their existing relationships and compliance knowledge can help you to understand your eligibility, along with any implications and complications of each type of support.

    This means you can get the assistance you need now, alleviating your immediate challenges, while also knowing an expert is there to help guide you on the longer-term perspective.

    04 Working capital management

    In an economic downturn, particularly the prolonged one we’re currently experiencing, making the most of what you have is just good business sense.

    Managing your working capital helps you to maintain sufficient cash flow to meet your short-term obligations by using your business assets and liabilities to their best effect.

    Again, this isn’t a new idea. What’s new is taking an approach of layering long-term business continuity with short-term asset analysis and pressing challenges. This enables you to not only plan for now, but also to establish solid groundwork from which you can continue to build.

    This means maintaining a healthy working capital ratio as well as a healthy supply chain.

    05 Effective tax planning

    As the old saying goes, there are only two certainties in life: death and taxes. Effectively planning for one of those certainties (tax) through an economic downturn can help you to avoid the other (death for your business).

    The difference between traditional and modern tax planning is in the balance you strike between cost and minimising tax, and future forecasting and planning.

    While the end of this recession is still not in sight, the end will come. Effective tax planning now will help you to avoid reactivity and steer you towards being strategic. In particular, avoid tax planning outcomes that lock you into untenable situations and bode poorly for your future business viability. Instead, bring together your brightest strategic and financial minds, both internally and externally, to identify opportunities for tax planning that meets both your short- and long-term goals.

    06 Outsourcing back-end services

    Outsourcing isn’t a new concept. There are, however, different ways to approach it. Some of the modern approaches to outsourcing can be the difference between success and failure for your business.

    Yes, there’s always an up-front cost to outsourcing. That said, there’s also an opportunity cost to keeping work in-house: it means losing out on all the value you’d get from outsourcing back-end services.

    For example, rather than having a single payroll employee struggling under the demands of the role, outsourcing gives you access to a dedicated team of skilled professionals. This team will not only be experts in everything relating to your compliance and regulatory framework, but also in broad industry trends. This wider experience and remit can reveal potential cost savings you may not have thought of before. It can also give your business access to wider industry data that you are able to strategically tap into.

    In other words, you’re investing in expertise, efficiency and a streamlined service that you just can’t achieve in-house.

    In the context of a recession, where you might be considering redundancies and layoffs, outsourcing can also reduce the pressure on your remaining employees. Rather than leaving your smaller in-house team to struggle with the same workload, outsourcing to an external team can help them manage the balance.

    Now isn’t the time to let your employee welfare fall by the wayside. Pairing outsourcing with a focus on team wellbeing will create a by-product of business continuity. Your remaining team will feel supported while, at the same time, you’ll be building external relationships to keep core business functions running.

    It’s not just about surviving a downturn

    Surviving and then thriving after an economic downturn requires big-picture thinking. The here and now is important, but so too is long-term business viability. Many businesses who focus on the short-term may make it through the downturn. However, without adapting to a long-term vision, they then find themselves in new, uncharted industry landscapes once the downturn has passed. This makes surviving into the future a significant challenge.

    Where traditional cost-cutting measures focus heavily on keeping the business above water, that’s not enough for long-term, post-COVID survival.

    Now is not the time to focus on costs above all else. The hard work you’ve done to foster a positive employee culture and plan strategically for the future will be key drivers of your company’s success.

    In fact, in the new world order, they’ll be your competitive advantage. Balance isn’t easy, but when you achieve it, it will pay dividends for years to come.

    Want to learn more?

    For more expert advice to help your organisation survive and thrive after the current recession:

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    Digital Disruption & BoardRoom

    Digital Disruption

    Digital Disruption & BoardRoom

    Digital Disruption

    We inhabit a world that is being upended by digital innovation. Organisations that have embraced digital technology are insinuating themselves into established industries and have caused sleepless nights for leaders of pioneering firms who are confounded about the response to the emerging developments.

    Many view the phrase ‘digital disruption’ as a negative one and mistake it as an attack on their business and current way of life.

    Really, it is only negative for those who choose to ignore or try to fight it. Those who accept it often find that it can benefit their business in various ways and enhance their growth.

    What is Digital Disruption?

    Digital disruption is a transformation that is caused by emerging digital technologies and business models. These innovative new technologies and models can impact the value of existing products and services offered in the industry. Hence the term ‘disruption’ is used, as the emergence of these new digital products, services and businesses revolutionised the current market and resulted in the need for re-evaluation of traditional market practices. Below are some examples of some technologies or services that have drastically changed the way we work.

    Video streaming took the entertainment industry completely by surprise. Rapidly rising as a low-cost alternative for a select few internet-savvy audiences to watch shows, to eventually driving the cable industry and video rental stores into the ground. Netflix has become the largest subscription video provider in the US, outstripping cable and satellite.

    Ride sharing companies like Uber and Grab have transformed and all but replaced the taxi industry as the preferred commuting choice in a significant number of countries, leaving traditional cab companies trailing in the dust as they try to match the convenience & affordability of ride sharing.

    How has Digital Disruption Impacted BoardRoom?

    The corporate services industry has been slow to ride the wave of digital disruption, but this does not mean it’s not happening. At BoardRoom we have been shaping the industry for years from the introduction of technology solutions like Employee Share Plans and Virtual AGMs to internal initiatives like eradicating the use of paper in our offices. By closely watching the signs as we have been, has allowed us to get ahead of the game and work with the flow rather than against it. Not only does this prevent the wave of digital disruption from driving our successes out of relevancy, it can also lead to further growth and new opportunities.

    Digital disruption typically marks changes in consumer needs and therefore working with the tide allows BoardRoom to fulfil these emerging needs, keeping existing customers happy and most importantly, opening opportunities for new customers to discover what they need from our brand.

    BoardRoom Embraces Digital Disruption

    With the future in mind, BoardRoom has consistently been investing in the adoption of new ideas and technology to ensure that our clients and staff are well-equipped with the optimal tools for success. The nature of the Professional Services industry is the expectation of efficiency and security, both of which centre our decisions on what services we intend to roll out, and what enhances we can make to existing service offerings.

    We have successfully launched several popular services as listed below in anticipation of increased demand:

    Flowchart Digital Disruption

    Virtual Meeting Services: This service ensured that clients can continue to host shareholder meetings with little to no disruption should there be an inability to host meetings physically.

    Electronic-polling: To reduce human error and time spent on manually counting votes, we partnered with Lumi to offer electronic-polling services for optimising meetings.

    Employee Share Plans: Customisation was the keyword when considering how best to assist our clients in their employee equity plans, leading to our customisable Employee Share Plan services with an intuitive branded employee portal.

    Cloud-Based HRMS SaaS: Ignite was launched with the goal of empowering clients through enhanced security and customisation options to curate the ideal payroll solution for their workforce.

    We have come a long way to build BoardRoom as a brand that is ahead of the game and I intend to continue to uphold our value of driving innovation through technology. Through our steadfast dedication to predicting and preparation for the future, the fruits of our labour can be observed in the results produced and through satisfaction of our clients.

     

    Insights by Group Chief Technology Officer, Kelvin Wong

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    Personal Data Protection Part 1 – What it Means to be ‘Accountable’

    Personal Data Protection - What is Accountability?

    Personal Data Protection Part 1 – What it Means to be ‘Accountable’

    Accountability in Personal Data Protection

    2019 was the year that the Personal Data Protection Commission (PDPC) shifted its focus from a compliance-based approach to that of accountability.  The reason for this shift is stated in the opening paragraphs from the PDPC website:

    Organisations today operate in an increasingly connected and competitive digital economy where individuals’ online and real-world activities generate a burgeoning amount of data. In such a competitive and evolving business environment, a “checkbox” compliance approach towards the handling of personal data is increasingly impractical and insufficient to keep pace with the developments in data processing activities. Organisations that focus on compliance through such an approach may find themselves disadvantaged and unable to use data for innovation. 

    Over time, with greater awareness of the risks surrounding the unauthorised collection, use and disclosure of personal data, consumers are increasingly cautious about how organisations are using and managing personal data, and place greater value on trust and accountability. It is thus important for organisations to shift from a compliance-based approach to an accountability-based approach in managing personal data.

    But what is the meaning of “accountability”? This two-part blog by our partner, Straits Interactive, provides a clear explanation of the term and what companies need to do.

    What it Means to be ‘Accountable’

    The word ‘reasonable’ and other words based on it – for example, ‘reasonably’ – appears in the Personal Data Protection Act (PDPA) … a lot of times. The word ‘accountable’ and other words based on it, such as accountability, appears in the PDPA exactly zero times.

    But we are hearing a lot about accountability in connection with data protection. Before we get to ‘Why?’ let’s look at a couple of examples of compliance versus accountability.

    Compliance versus accountability

    Traditionally, businesses are required to comply with a wide range of regulatory requirements. If they were caught not complying, they had to fix the shortfall; it they were not caught, then they did nothing much at all. So, compliance is a rather passive approach.

    Accountability is different. The Cambridge Dictionary says that ‘someone who is accountable is completely responsible for what they do and must be able to give a satisfactory reason for it.’ Accountability is an active approach.

     

    Vignette #1

    It’s dinner time on Friday evening. Mum and Dad are chatting about their plans for the weekend.

    ‘Oh, tomorrow morning I have an appointment with the doctor so I can’t pick the kids up from their enrichment class that finishes at 11 o’clock. Can you do it?’

    ‘Yes, of course,’ says the responsible spouse.

    ‘Are you sure? You won’t forget, will you? You won’t be late? They’re too young to be wandering around by themselves,’ says the worried spouse.

    ‘Stop worrying. It will be OK.’

    If the responsible spouse forgets – say they get distracted by reading the newspaper and, suddenly realise that it’s past 11 o’clock already – what happens? Yup, probably the worried spouse will scold them a lot and tell them not to let it happen again. That’s a compliance approach. The worried spouse isn’t going to think that ‘I got distracted and forgot the time’ is a satisfactory reason for the kids being left to wander around alone after their class.

    But by contrast, if the responsible spouse takes an accountability approach, they will take proactive steps to make sure that they don’t forget. For example, they might set a timer on their phone that will alert them when it’s 10:30 and they have to get ready to be there before the kids come out of their class at 11 o’clock.

     

    Vignette #2

    It’s performance appraisal time at work. A manager and a staff are having a discussion about why the staff didn’t meet their sales targets. (Spoiler alert: this might not end well.)

    Staff says, ‘It’s not my fault. A few things didn’t turn out as I expected, and these things were outside of my control.’

    Manager says, ‘So, what did you do to plan for unexpected events and other things outside of your control?’

    Staff says, ‘Er, well … I …’

    I’m rather sure that if the staff’s answer is that they didn’t do anything, but just sat back and waited to see what would happen, they aren’t going to get a good performance appraisal.

    But if the staff is able to demonstrate that they did various things to achieve their sales goals even in the face of unexpected events and other things outside of their control, they could get a good performance appraisal despite not meeting their sales goals.

    We can see from both examples, that accountability is about being able to demonstrate actively taking steps with the aim of making sure that something happens. Compliance is about passively waiting to see how things turn out.

    Data protection and accountability

    We are hearing a lot about accountability in connection with personal data protection simply because regulators do not think that a passive compliance approach is good enough.

    The concept of accountability in the context of data protection is a few years old now, but we’ve been hearing a lot more about it in the last two or three years. Part of the reason is that the General Data Protection Regulation (GDPR) specifically requires accountability.

    Mr Yeong Zee Kin, Deputy Commissioner of the Personal Data Protection Commission (PDPC) of Singapore gave the Keynote Speech at the 39th International Conference of Data Protection and Privacy Commissioners in September 2017 in Hong Kong. Amongst other things, Mr Yeong spoke about ‘the pivot from compliance to accountability’. He said that:

    ‘Accountability is an organisation’s promise to customers that their personal data will be handled respectfully and carefully. It is about being able to demonstrate to customers that measures which pre-emptively identify and address risks to personal data have been put in place.’

    This is especially applicable for companies like BoardRoom that deal with a significant amount of sensitive personal data. With a service offering focused on outsourcing critical back-end business operations like Share Registry, Payroll & Accounting, BoardRoom handles more personal data than most organisations. As a result, they cannot rely on processes tailored towards compliance, BoardRoom is expected to prove accountability around personal data protection. For any businesses interested in outsourcing, a critical evaluation factor when selecting their partner should be ensuring the organisation can demonstrate accountability surrounding personal data protection.

    In practice, organisations have to do the equivalent of the responsible spouse setting a phone alert to make sure that that picking up the kids on time isn’t forgotten, or the equivalent of a staff planning to make sure sales goals are achieved in spite of unexpected events. And being able to demonstrate that they have done these things.

    Author

    Lyn Boxall (CIPM, CIPP/A, CIPP/E, FIP, GRCP, GRCA) is an Advocate and Solicitor in Singapore and co-author of the book “99 Privacy Breaches to Beware of: Practical Data Protection Tips from Real-Life Experiences”.

    She practices law in Singapore as Lyn Boxall LLC and is a consultant with Straits Interactive Pte Ltd, a leading specialist in personal data protection and Do-Not-Call (DNC) solutions.

    Looking For an Accountable Outsourcing Provider In Singapore?

    With the wealth of our experience as outsourcing experts in areas such as payroll outsourcing, corporate secretarial and accounting services, BoardRoom handles a significant amount of our clients personal data. We do not take this responsibility lightly and have been working closely with Straits Interactive for years to ensure that BoardRoom is able to prove accountability.

    A key piece towards demonstrating Accountability is the appointment of a Data Protection Officer (DPO) within your organisation. It’s now easier than ever to appoint a DPO with the Personal Data Protection Commission (PDPC) collaborating with the Accounting and Corporate Regulatory Authority (ACRA) to allow for organisations registered with ACRA to register and/or update their DPO’s name and contact information via ACRA’s BizFile+ using their CorpPass accounts. Head to our article on this to find out more.

    Interested in learning more about our accountability measures regarding personal data? Get in touch with one of our outsourcing experts who will explore in detail how BoardRoom ensures more than just compliance when it comes to personal data protection.

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    Singapore Budget 2020 – What different enterprises need to take note of for easier long-term planning

    Singapore Budget 2020 – What different enterprises need to take note of for easier long-term planning

    On 18th February 2020, Finance Minister Mr Heng Swee Keat delivered the Singapore 2020 Budget Statement.

    One of the main goals of the strategic financial plan is to grow the economy and transform Singapore’s enterprises through various packages and increased support for businesses, especially those significantly impacted by the COVID-19 virus outbreak. Overall, the Singapore Budget for 2020 aims at long term economic growth through extensive support of SMEs & start-ups. Detailed in this article are some of the changes to take note of and key government initiatives that impact SMEs to listed companies.

    If you have any questions relating to any of the information contained in this 16-page infographic report, please contact our tax advisors via email or call us at +65 6230 9788.

    What All Enterprises Should Know

    Tax Benefits All Enterprises Should Be Aware Of

    What MNCs & Listed Companies Should Know

    What SMEs Should Know

    Useful information for Start-ups

    Download the Full 16-page Singapore Budget 2020 Infographic Report






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      Singapore Budget 2019 – 4 Key Benefits for Enterprises

      Singapore Budget 2019 – 4 Key Benefits for Enterprises

      In his Singapore Budget 2019 speech on 18 Feb 2019, Finance Minister, Mr Heng Swee Keat, spoke about building a “strong, united Singapore”. To advance economically, technological development and demographic shifts are key to drive enterprises forward. Find out more insights below on the 4 key benefits for enterprises announced in Singapore Budget 2019.

      1. Funding and Financial Schemes

      To support enterprises for cash flow and growth financing, the Government has enhanced the SME Working Capital Loan scheme (subsumed under the Enterprise Financing Scheme) to take in up to 70% of the credit risks on bank loans to companies less than five years old.

      This will provide them with more time to develop innovative ideas. An additional $100 million has been set aside for the SME Co-Investment Fund III to help local SMEs gain access to private capital to grow and expand overseas.

      2. Upgrading Operations & Training of Local Workers

      With the reduction of foreign worker quota over the next 2 years, enterprises are encouraged to improve their business by upgrading their operations and train local workers while reducing their reliance on lower skilled foreign workers.

      In order to help workers upgrade their capabilities, the Productivity Solutions Grant (PSG) has been enhanced to include out-of-pocket training expenses capped at $10,000 per firm.

      3. Support for Enterprises

      Under the SMEs Go Digital programme, industry digital plans will be catered across more sectors. Funding support will also include advanced Artificial Intelligence and cybersecurity solutions.

      Under the Productivity Solutions Grant (PSG), local SMEs can adopt digital solutions, automation and capability development to improve their financial and operational efficiencies (e.g. engaging BoardRoom for advice on tax planning, corporate governance etc.)

      4. Helping Enterprises Grow

      The new Scale-up SG programme and Innovation Agents programme aims to support SMEs in creating customised solutions for product development or digitalising their processes.

      Through these programmes, SMEs can work and be guided by experienced industry professionals with technology expertise to explore innovation opportunities to expand market growth.

      Download the Singapore Budget 2019 Digital Publication

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      Shareholder Meetings in Singapore ~ Emerging Trends and the Rise of Activism

      Shareholder Meetings in Singapore ~ Emerging Trends and the Rise of Activism

      April 2018 was an exciting month for BoardRoom Corporate & Advisory Services (“BoardRoom”) which was appointed as the Polling Agent for more than 230 Shareholder Meetings. Whilst the BoardRoom team has a strong legacy of successfully delivering Shareholder Meeting services (which includes Registration, electronic and paper Polling, as well as logistics arrangements) every April peak season is an exciting period for our teams who are committed to the successful delivery of every meeting.

      Key Highlights of Our April 2018 Season
      • 232 Annual General Meetings and Extraordinary General Meetings conducted
      • More than 18,000 shareholders were registered by our teams
      • 150 permanent and contract staff were deployed to execute the Meetings
      Emerging Trends from Shareholders’ Q&A

      Facts & Figures ~ Shareholders continue to be keenly interested on how their investment in the Listed Company has performed over time. More detailed questions are being asked relating to key performance metrics, comparing results against the budget, and whether the performance is in line with the long-term strategy already set out.

      Telling the Corporate Story ~ The Board of Directors and Senior Management have become more adept in sharing the vision of the business and now are more understanding of the perspective of investors. Savvy retail investors are increasingly concerned over detailed developments of the Company which includes acquisitions and divestment, as well as the causes of significant impairment. The Boards and Management respond by sharing more of the observable trends relating to their specific industry.

      Return on Investment ~ One of the often recurring discussions pertain to dividend policy as Investors continue to pursue dividend yield and acutely question Management on their rationale for cash preservation. Businesses now have to be clear about how they align their corporate story to the long-term strategy, in the attempt to convince investors to wait longer for larger pay day.

      Board Governance ~ The topic of Board diversity has become increasingly rife. As at 31 December 2017, women directors increased to 13.1% of directorships on boards of the Top 100 primary-listed companies on the Singapore Exchange (SGX). The 20% increase from 2016 is the highest increase over the past three years, after 10.9% in 2016, 9.5% in 2015 and 8.6% women on board in 2014. Another key area pertains to the potential changes in the Code of Corporate Governance relating to the “Nine-year-Rule” for Director Independence. The proposed revision provides a “hard-line” criteria that Independent Directors cannot serve for more than 9-years on the same company. While waiting for the final outcome, Companies and Shareholders already see this development as an opportunity for Companies to commence the search for new qualified Independent Directors.

      The Rise of Activism

      Shortly after the conclusion of the April 2018 season, there were some developments in Shareholder Activism during meetings, one of which was widely-publicized. In an unprecedented move, the Singapore Exchange called for one listed-company to hold a new EGM due to inaccuracies in the submission of information for the meeting and shareholder disputes relating to the conduct of the original EGM.

      NUS Business School Associate Professor Lawrence Loh, who is also a director at the Centre for Governance, Institutions and Organisations, made the following comments on SGX RegCo’s unprecedented move –

      “It reflects the increasing trend by the regulator to be more interventionist when something is amiss, and willing to take on company-specific action. This more direct approach in regulating companies is much preferred than spraying across the horizon, without actually targeting or hitting anyone specific.”

      For more information on BoardRoom’s Shareholder Meeting Services, please contact us at info@boardroomlimited.com or drop me a text via LinkedIn!

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      Ang Lea Lea

      Senior Tax Advisor

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      Chester Leong

      Regional Managing Director, BoardRoom Business Solutions

      Singapore Budget 2018: 5 Key Tax Changes You Need To Know

      Singapore Budget 2018: 5 Key Tax Changes You Need To Know

      With the copious tax amendments introduced by Finance Minister Heng Swee Keat in Budget 2018, here are the five most crucial ones that will affect the future of your company.

      1. Corporate Income Tax (CIT) rebates

      Poised to lower business costs and aid company reorganisations, the CIT rebate for YA 2018 has been revised to 40 percent of tax payable, capped at S$15,000.

      This corporate tax rebate will be extended for another year to YA 2019 at a rate of 20 percent of tax payable, capped at S$10,000.

      2. Tax transparency for Singapore-listed Real Estate Investment Trusts Exchange-Traded Funds (S-Reit ETFs)

      The Reits sector was given a significant facelift with the extension of tax transparency for S-Reits to Reits ETFs. This will allow for equal tax treatment for both individual S-Reit investments and Reits ETF investments, and should reinforce the Reits sector, making Singapore a more attractive Reits listing hub.

      Reit ETFs distributions obtained by individuals will also benefit from tax concessions, as long as those distributions did not derive from a Singapore partnership or the carrying on of any trade, business or profession. A 10% concessionary tax rate on such Reits ETFs distribution received by qualifying non-resident non-individuals.

      Currently, a 17 percent corporate tax rate is applicable to distributions from S-Reits out of specified income to Reit ETFs. All investors of Reits ETFs will not be taxed on the distributions made out of such income from Reits ETFs.

      Subject to conditions, the tax concessions for Reits ETFs will take effect on or after 1 July 2018, with a review date of 31 March 2020. Application for tax transparency treatment can be submitted on or after 1 April 2018.

      3. The Double Tax Deduction for Internationalisation (DTDi)

      Targeted at supporting internationalisation for businesses, the DTDi will be enhanced by raising the expenditure cap from S$100,000 to S$150,000 per YA. Qualifying expenses include expenditure incurred on activities such as overseas business development trips and participation in overseas trade fairs.

      Administered by IE Singapore and the Singapore Tourism Board, this enhancement will apply to qualifying expenses incurred on or after YA 2019.

      4. The Start-up Tax Exemption (SUTE) and the Partial Tax Exemption (PTE)

      Lending a hand to smaller enterprises and start-ups are the SUTE and PTE, which are tax exemptions that ease the cost of running a business. Beginning on or after YA 2020, both exemptions will only apply to the first S$200,000 of chargeable income.

      The revised SUTE, which is for new start-ups, will reduce tax exemptions to 75 percent for the first S$100,000 of chargeable income, and decrease the next chargeable income to S$100,000.

      As for the PTE, the only adjustment is on the second chargeable income, which has been reduced to S$190,000.

      5. Intellectual property (IP) tax deductions

      The tax deductions for costs on protecting IP, and IP in-licensing will be improved in the coming years, from YA 2019 to YA 2025.

      Catered in particular to smaller firms, the IP protection scheme will raise tax deductions to 200 per cent for the first S$100,000 of eligible IP registration fees incurred for each YA every year.

      Tax deductions for IP in-licensing costs will also be bumped up to 200 per cent for the first S$100,000 of qualified fees incurred for each YA every year.

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      Ang Lea Lea

      Senior Tax Advisor

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      Chester Leong

      Regional Managing Director, BoardRoom Business Solutions

      5 things to consider when expanding your business into Asia

      5 things to consider when expanding your business into Asia

      Overseas expansion can give your business a boost by giving you access to untapped markets. That said, venturing into a new market isn’t a decision to be taken lightly. Here are five important things to think about before expanding your business overseas.

      1. What government support schemes are your company eligible for?

      There’s a good chance you’ll find a government scheme to support your foray overseas, whether from your country of origin or target market. Singapore’s new Enterprise Development Grant, for example, will allow qualifying businesses to upgrade their capabilities, innovate and expand their operations overseas. Businesses considering moving into Hong Kong, for example, can tap one of several support schemes, such as government-led incubator programmes and financing schemes. A competent corporate services provider like BoardRoom can help assess your market readiness and help you get up to speed on the government schemes you can benefit from.

      2. How different are industry standards in your home country and target market?

      Your company might be a leader in your domestic market, but such success isn’t guaranteed in a new market. For starters, be sure to do comprehensive checks on manufacturing and production standards in your target market to ensure your products make the grade. For businesses looking to move into Singapore, in particular, a good place to start would be getting up to speed with prevailing business and industry standards.

      3. Will cultural and language barriers pose a challenge?

      While cultural norms in Asian markets like Singapore and Hong Kong are widely influenced by both the East and West, it’s worth getting acquainted with the nuances of local business culture before venturing overseas. For example, business people in these markets are shrewd negotiators, though communication at meetings can often be subtle. “Face” is very important to business people in these markets, so it’s important to be able to read between the lines in every situation. In a nutshell, good manners, respect for others and professionalism go a long way when doing business in the region.

      4. What are the compliance requirements I need to take note of?

      Expanding overseas is an adventure in itself, but there’s always the nitty gritty to take care of. Markets like Hong Kong and Singapore each have their own unique statutory requirements for businesses, which require a considerable eye for detail to get sorted. While it’s good to get familiar with the compliance requirements in each market, it’s probably worth hiring a professional to do the heavy lifting. Corporate services providers such as BoardRoom have a wealth of experience in this area, enabling businesses to focus on what they do best. Click here for a helpful guide on the useful services you can benefit from.

      5. How will I manage my finances?

      Having ready access to adequate funding is essential when considering overseas expansion – whether through loans, grants or other sources. If you are opting for a loan, a good credit rating is essential for your business to get the funding support it needs. For greater convenience, consider using a bank which is present in all the markets you intend to operate in. For hassle-free day-to-day operations, consider outsourcing your accounting and payroll functions to a competent corporate services provider such as BoardRoom.

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      Chester Leong

      Regional Managing Director, BoardRoom Business Solutions

      Singapore Budget 2018: 4 Major Grants And Schemes To Help Your Business

      Singapore Budget 2018: 4 Major Grants And Schemes To Help Your Business

      In his Singapore Budget 2018 speech on Feb 19, the Minister of Finance, Mr Heng Swee Keat, announced a multitude of measures to take local businesses to the next level.

      With a massive budget of S$800 million set aside for the Enterprise Development Grant (EDG), the PACT scheme, and the Productivity Solutions Grant (PSG), these tools will help companies defray costs, facilitate innovation, and foster adoption of technologies and productivity boosters.

      Here are four major business grants and schemes that will benefit your company.

      1. The Enterprise Development Grant (EDG)

      A combination of SPRING Singapore’s Capability Development Grant, and IE Singapore’s Global Company Partnership grant, this new streamlined effort is aimed at helping local businesses become more competitive both within and beyond national borders.

      Companies that are looking to upgrade and expand internationally can use the EDG to cover up to 70 percent of qualifying costs and activities from FY2018 to FY2019.

      Administered by Enterprise Singapore (ESG), a new statutory board under the Ministry of Trade and Industry, the EDG will be available for application through the Business Grants Portal (BGP) from the fourth quarter of 2018.

      2. The PACT scheme

      Managed by ESG and the Economic Development Board, the PACT scheme (also known as Partnerships for Capability Transformation) focuses on promoting collaboration between various businesses, from SMEs to larger corporations. It is a merged scheme that consolidates a number of existing grant schemes, served to support partnerships, into a single plan.

      The result is a “more holistic” measure that will offer a maximum of 70 percent of qualifying costs, used for collaborative projects between companies in areas such as capability upgrading, business development, and internationalisation.

      3. The Productivity Solutions Grant (PSG)

      To encourage innovation, providing easier access to relevant, quality tools is imperative. The PSG was introduced to do just that.

      Targeted at SMEs, it will fund up to 70 percent of eligible fees directed at the purchase of off-the-shelf productivity tools, including technology solutions and business equipment.

      Not only does it integrate several existing grant schemes into a more focused effort, it also replaces the expired Production and Innovation Credit (PIC) scheme that supported smaller enterprises in adopting technology and equipment through tax deductions.

      Applications through the BGP for the PSG will open at the start of April this year.

      4. The Wage Credit Scheme (WCS)

      An existing scheme that works to co-fund wage increases for employees, the WCS has been around since 2013, and will see another three-year extension, from 2018 to 2020. As before, it will support gross monthly wage increases of at least $50 for Singaporean workers up to a gross monthly wage of $4,000.

      However, the percentage of government co-funding will decrease with each year – from 20 percent of qualifying wage increases in 2018, to 15 percent in 2019, to 10 percent in 2020.

      According to Mr. Heng, the WCS is expected to cost about S$1.8 billion over the next three years, which will help businesses save a great deal of money. Not to mention, the scheme will alleviate unemployment concerns among local citizens with its pro-Singaporean hiring stance.

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      Ang Lea Lea

      Senior Tax Advisor

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      Chester Leong

      Regional Managing Director, BoardRoom Business Solutions