Podcast
Questions and Answers
What is the potential consequence of failing to disclose information according to the listing rules?
What is the potential consequence of failing to disclose information according to the listing rules?
What constitutes a public listed company in relation to shareholder numbers?
What constitutes a public listed company in relation to shareholder numbers?
Which of the following is NOT considered material information under the disclosure requirements?
Which of the following is NOT considered material information under the disclosure requirements?
Under which category would the duty to disclose specific information fall regarding immediate announcements?
Under which category would the duty to disclose specific information fall regarding immediate announcements?
Signup and view all the answers
What is a key requirement for directors concerning the duty to disclose?
What is a key requirement for directors concerning the duty to disclose?
Signup and view all the answers
What is the reporting deadline for a quarter that ends partway through the year, such as Q3?
What is the reporting deadline for a quarter that ends partway through the year, such as Q3?
Signup and view all the answers
Under which condition must a company adopt a risk-based approach to Quarterly Reporting?
Under which condition must a company adopt a risk-based approach to Quarterly Reporting?
Signup and view all the answers
Which rule mandates that companies must disclose their board diversity policy?
Which rule mandates that companies must disclose their board diversity policy?
Signup and view all the answers
How many independent directors must be on a public company's board according to Rule 210(5)?
How many independent directors must be on a public company's board according to Rule 210(5)?
Signup and view all the answers
What is the requirement for directors in relation to sustainability matters according to the corporate governance guidelines?
What is the requirement for directors in relation to sustainability matters according to the corporate governance guidelines?
Signup and view all the answers
Which chapters detail the announcement requirement and shareholders' approval for Interested Person Transactions (IPTs)?
Which chapters detail the announcement requirement and shareholders' approval for Interested Person Transactions (IPTs)?
Signup and view all the answers
What is the objective test used for according to Rule 210(5)(d)?
What is the objective test used for according to Rule 210(5)(d)?
Signup and view all the answers
What is the maximum time allowed for Q4 and FY reporting according to the established deadlines?
What is the maximum time allowed for Q4 and FY reporting according to the established deadlines?
Signup and view all the answers
Study Notes
Corporate Governance
- Disclosure-based Regime (s203 SFA): Failure to disclose information required by the SGX's listing rules, whether intentional, reckless, or negligent, is a potential criminal offence.
- Potential Penalties: A fine of up to $250,000, imprisonment of up to 7 years, or both, can be applied for intentional or reckless failures to disclose. Negligent disclosure incurs only civil penalties and liability.
- False/Misleading Statements (s199 SFA): False or misleading statements made in announcements are also subject to the SFA.
- Director Liability (s331 SFA): Directors and officers are personally liable for breaches of disclosure rules committed with their consent, connivance (willingness to allow or secretly be involved in an immoral or illegal act), or neglect.
- Company Liability: The company is also liable for offences committed with the consent, connivance, or neglect of an officer.
Mandatory Disclosure Requirements
- Key Obligation: Disclose material information as it arises immediately.
- Specific Information: Includes information on the issuer, subsidiaries, and associated companies that avoids a false market or materially affects the price or value of securities.
- Material Information Examples: Issuer property, assets, business, financial condition, mergers/acquisitions, significant contracts/deals, changes in ownership, developments affecting shareholders' rights.
- Exceptions to Rule 703: Information not required to be disclosed due to breaching a law, temporary refraining from disclosing certain information (if meets specific criteria).
- Rule 704 Specific Disclosures: Key events like director appointments, executive officer resignations, auditor qualifications, and details about near-term earnings changes.
Periodic Reporting
- Risk-Based Approach (Rule 705): Quarterly reporting is now risk-based. Companies with higher risk (those with negative opinions, concerns regarding their going concern status, etc.) must report quarterly, while others do so semi-annually.
- Deadline: Q1-Q3: 45-day reporting deadline; Q4 & FY: 60-day reporting deadline.
- Non-Disclosure: Do not disclose material information in a selective manner or only to certain entities (analysts, stockholders) unless previously released.
Interested Person Transactions (IPTs)
- Definition: Transactions between a listed company and an "interested person" (director, CEO, controlling shareholder, etc.).
- Disclosing Obligations: Immediate announcement if value exceeds 3% or 5% (depending on details) of the company's latest audited NTA.
- Shareholder Approval: If value of transaction exceeds 5% of NTA, shareholder approval is required.
- Aggregation: Aggregate all transactions with the same interested person within the same financial year.
Board Composition and Committees
- Independent Directors: Listed companies must have a minimum of two independent non-executive directors.
- Board Committees: Nom, rem, and audit committees are required. They have specific responsibilities and powers outlined in the document.
Studying That Suits You
Use AI to generate personalized quizzes and flashcards to suit your learning preferences.
Related Documents
Description
Test your knowledge on corporate governance, focusing on disclosure requirements and penalties under the SFA. This quiz covers essential aspects like director liability and the obligations of companies in maintaining transparency. Brush up on your understanding of these critical legal frameworks.
