Ong Chong Tee: Opening remarks - SIAS Corporate Governance
Digital Symposium
Opening remarks by Mr Ong Chong Tee, Deputy Managing Director (Financial Supervision) of
the Monetary Authority of Singapore, at the SIAS Corporate Governance Digital Symposium, 12
October 2020.
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Mr David Gerald, President and CEO of SIAS
Esteemed Panelists, Distinguished Guests
Ladies and Gentlemen
1 I am happy to join you today to launch the 2020 Corporate Governance Digital Symposium. I
am pleased that SIAS has continued its corporate governance week in this digital format.
2 This year has and continues to be a challenging one on many fronts as governments,
companies and individuals manage the pandemic economic fallout. SIAS's Digital Symposium is
therefore aptly built around the theme of COVID-19 and Corporate Governance. I believe this year
- 2020 - will also be a pivotal period for reflection and learning by revealing useful corporate
governance lessons just as 20/20 vision is often colloquially used to refer to good eyesight to see
things around us.
3 The fluidity of the ongoing pandemic and economic situations have accentuated the
importance of stakeholder engagement to manage business pressures in the short term and to
build resilience for the long term. Companies that engage their stakeholders proactively will foster
trust and support. This is all the more important in times of economic stress and business
uncertainties.
Board functioning
4 It will be important for Boards to monitor and assess their effectiveness in the COVID-19
operating environment. For instance, have the interactions of the Board's risk committee with
other Board committees been adequate? Other areas may include the quality of Board
discussions in virtual meeting formats, the support from Boards in public and investor
communications and so on. Importantly, in periods of crisis or stressed environments, Boards
must be able to exercise good oversight of the company's strategy and business resilience
plans. These will include the adjustment to new norms of office functioning and the relevant
business and digital transformation.
5 On the regulatory front, MAS has also worked with SGX RegCo and ACRA to ensure that our
regulatory framework balances the operational challenges faced by issuers and the informational
needs of investors. Let me highlight a few areas.
Conduct of virtual general meetings
6 Travel restrictions and safe distancing measures have made it difficult for in-person general
meetings to take place. But even in such an environment, it is important for issuers to update
shareholders on the state of the company and where necessary, to be able to complete urgent
corporate actions requiring shareholders' approval expeditiously. Hence, there was a need to
allow general meetings to proceed in virtual and hybrid formats. However, our company law and
issuers' constitutive documents provide for personal attendance at general meetings. In April this
year, MAS, ACRA and MinLaw therefore worked with SGX RegCo to fast track legislation to
provide legal certainty to listed issuers so that they may implement safe distancing measures
imposed by the Ministry of Health and hold virtual general meetings.
7 Some shareholders may naturally be concerned that virtual meeting arrangements could limit
their active participation, such as in posing questions to the Board. We have put in place
measures to facilitate informed and effective participation. ACRA, MAS and SGX RegCo have
jointly published a checklist to guide issuers on the baseline requirements that issuers should
adhere to in the conduct of their general meetings. These include broadcasting the meetings by
"live" webcast, supporting proxy voting and allowing shareholders to ask questions and have
these questions addressed ahead of the general meeting. All substantial and relevant questions,
as well as follow-up questions, must be addressed by the Board of Directors and/or
management prior to, or at, general meetings. This will allow shareholders to vote on an informed
basis, and also enhance investor confidence.
8 Issuers may now continue to conduct their general meetings via alternate non-physical
means up till June next year, and are encouraged to do so. This will minimize in-person
interactions as safe distancing measures remain important in the foreseeable future, even as
such measures are progressively and cautiously relaxed.
9 MAS and SGX RegCo will closely monitor the experiences of issuers and investors in the
conduct of virtual meetings. If these meetings can be carried out effectively, MAS and SGX
RegCo are open to allowing hybrid and fully virtual meeting formats as a long-term option. What
is important is that such new meeting formats should not compromise effective shareholder
engagement, allow proper verification of attendees and voters, and facilitate accurate and secure
voting processes.
Timely and accurate disclosures
10 Stakeholder engagement is not just confined to annual general meetings. Our regulatory
framework requires listed issuers to keep shareholders abreast of developments through timely
and accurate corporate disclosures. It is important that shareholders have up-to-date information
on material changes in issuers' business and operations to make informed investment
decisions. This is even more crucial in times of economic stress. Issuers should explain their
business plans clearly, provide specific risk disclosures and engage in regular dialogues with
their investors to facilitate investors' understanding of their business situation.
11 On this, MAS fully supports the guidance to issuers issued by SGX RegCo through its
Regulator's Column in April this year. In particular, listed issuers are reminded of their continuing
obligations to make timely and clear disclosure of the impact of COVID-19 on their current
performance and future plans, as well as mitigating measures to manage emerging threats
arising from the COVID-19 situation.
Driving market best practices
12 Regulations alone cannot assure robust and open discussions between the listed issuers
and shareholders. Our capital market works best in a regime where all stakeholders play a part
by highlighting inadequate or poor practices. We are therefore heartened to have partners such
as SIAS and the Corporate Governance Advisory Committee or CGAC to foster good practices
on meaningful disclosures and shareholder engagements.
13 The industry-led CGAC has taken a lead to drive market best practices for transparency to
shareholders. For example, the CGAC issued a statement in September this year
recommending that companies should disclose whether their directors intend to subscribe to
their personal rights entitlement. This would help shareholders make their decisions regarding
the rights issues, especially at a time where many issuers may be considering rights issues to
shore up their balance sheets. MAS supports this industry driven approach to develop good
disclosure practices beyond passive reliance against a rulebook. It will engender confidence and
trust, and allow market discipline to thrive.
Conclusion
14 Let me conclude by emphasizing the critical role and responsibilities of directors in the
discharge of their fiduciary duties. I do not think that anyone will disagree on the importance of
directors' duties, but how to do this well can sometimes be in question. I am told that some
Directors avoid any actions that may be perceived as "taking over" from Management. And
rightly, executive decision-making must remain the mandate of the CEO and his or her
management team. But as this pandemic crisis has shown, Directors also cannot be passive
by-standers. They are stewards of a company's assets and its ongoing viability, and owe a duty
to shareholders, regulators, employees, clients and even the general public especially if the
company has an important market role. While Directors seek to avoid being intrusive and not
having to look over the shoulders of Management, looking aside is also not acceptable given the
fiduciary responsibilities and accountability. A good and effective Board must be able to manage
that Board-Management boundary well to allow the executives to benefit from the Directors'
involvement on issues of risks and strategy on the one hand, and not to hamper the executives
from doing their job on the other.
15 Finally, as I highlighted earlier, a strong and effective corporate governance ecosystem is
one where there are collective efforts from all stakeholders, including the analyst community and
industry watchdog or bodies. SIAS is one excellent example of a key stakeholder in Singapore's
corporate governance eco-system, who has been promoting best practices and protecting the
interests of investors for over 20 years. The partnerships between regulators and all
stakeholders in the eco-system will continue to be important in uplifting the standards of
corporate governance in Singapore.
May I wish everyone a wonderful event in this week and do keep safe and well.