Corporate Governance PDF

Corporate Governance Introduction Disclosure-based Regime **[s203 SFA]** SGX\'s authority - Failure to disclose in accordnace with the listing rules whether intentionally, recklessly, or negligently. Then it is a possible **[criminal offence]**. **[s199 SFA]** false or misleading statements ma...

Corporate Governance Introduction Disclosure-based Regime **[s203 SFA]** SGX\'s authority - Failure to disclose in accordnace with the listing rules whether intentionally, recklessly, or negligently. Then it is a possible **[criminal offence]**. **[s199 SFA]** false or misleading statements made in annoucements **[s331 SFA]** **[Personal accountability]** of Directors for duty to disclose Public listed companies and the listing manual More than 50 shareholders, 50 members. Then you would have to convert to a public company. You\'re no longer a private company. listing rules are only apply to listed public companies, whether they\'re Singapore incorporated or overseas **[MANDATORY]** Disclosure Requirements **Category 1: Obligation to disclose [General information] ([Rule 703])** **[Paragraph 4 of Appendix 7 of the Listing Rules]** Chairman 6 months leave of absence due to cancer Examples of **[Material Information]** property, assets, business, financial condition and prospects mergers and acquisitions dealings with employees, suppliers and customers material contracts or development projects significant change in ownership of shares owned by insiders any developments that affect materially the present or potential rights or interests of shareholders Exception to Rule 703 - Cnodition 1 + 2 + 3 **Category 2: Duty to disclose [Specific information] ([Rule 704])** Immediate disclosure via announcement and periodic disclosure via financial statements or reports -- **[Chapter 7, Practice Note 7.1. -]** **[Profit guidance required if issuer is unlikely to meet its performance targets]** as previously publicly disclosed; **[No selective disclosure]** **[Periodic Reports]** Announced quarterly or half yearly Q1-Q3: 45-day reporting deadline Q4 & FY: 60-day reporting deadline **[Financial Statements]** Announced quarterly or half yearly Q1-Q3: 45-day reporting deadline Q4 & FY: 60-day reporting deadline **[Rule 705(2)]** Risk-based approach to Quarterly Reporting - a company will have to report its financials on a **[quarterly basis if its auditors have issued an adverse opinion]**, a qualified opinion or a disclaimer of opinion on the issuer\'s latest financial statements or its auditors have stated that a material uncertainty relating to going concern exists in the issuer\'s latest financial statements **[No Selective Disclosure]** - under no circumstances should disclosure of material information be made on an **[individual or selective basis to analysts]**, stockholders or other persons, unless that information had been disclosed previously. Board **[diversity]** policy -- Rule 710A - **[mandatory]** for all issuers to set a policy with specific disclosures around board diversity **[Sustainability reporting]** requirements -- Rule 711A, Rule 711B, Practice Note 7.6. All directors **[must]** undergo a one-time training on sustainability matters. Code of Corporate Governance code of corporate Governance, it applies to listed companies only via the listing rules and SFA Announcement requirement and shareholders' approval requirement in respect of IPTs -- Chapter 9 Interested Person Transactions **[Rule 904 (4A)]** Power of SGX to designate interested Person Rule 905, 906 and 907 Power of SGX to aggregate transactions Exceptions to Rule 916 Lecture 4: Corporate governance Board composition -- At least 2 two non-executive directors who are independent and free of any material business or financial connection with the issuer; and 1/3 of board; Rule 210(5) Independent Directors **[Rule 210(5)(d) Objective test]** for Independendent Director\'s independence Board Committees Board Composition Audit committee s201B CA Remuneration committee **[Nominating committee]**