|The Board should take adequate steps to ensure compliance with legislative and regulatory requirements, including requirements under the listing rules of the securities exchange, for instance, by establishing written policies where appropriate.|
This Guideline emphasises that the Board has a duty to ensure regulatory compliance.
The key regulatory compliance for listed companies include:
- Companies Act (Cap. 50).
- SGX-ST Listing Rules.
- The Code of Corporate Governance.
- Securities and Futures Act (Cap. 289).
- Relevant legislations applicable generally to companies, such as the Competition Act (Cap. 50B), Prevention of Corruption Act (Cap. 241), Workplace Health and Safety Act (Cap. 354A), and Employment Act (Cap. 91).
- Industry-specific legislation such as the Banking Act (Cap. 20) for the banking industry, and the Telecommunications Act (Cap. 323) for telecommunications companies.
In addition, subsidiary legislation in the form of rules, regulations, orders and notices may be issued pursuant to statute. These are developed by Ministers and government agencies and have the force of law. Notably, companies in the financial services industry are required to observe stringent corporate governance requirements arising from subsidiary legislation.
To ensure compliance with these regulations, the Board is required to take reasonable and adequate steps, which should include written policies.
Directors should be mindful that ignorance is no defence and non-compliance of legislations and regulations may lead to disqualification, debarment, fines or even imprisonment.
B. SGX Disclosure Guide
C. Related Rules and Regulations
- Section 155B of the Companies Act: Debarment for default of relevant requirement of this Act.
- Section 157(1) of the Companies Act: As to the duty and liability of officers.
- Sections 154, 155 and 155A of the Companies Act: Instances of Disqualification.
- SGX MR 720(1) and CR 720(1): Directors and Management.
D. CG Guides
- Board Guide 1.3: Regulatory Conformance [Corporate Governance].
- Board Guide 1.4: Legislation and Subsidiary Legislation [Corporate Governance].
- Board Guide 1.5: Rules and Codes [Corporate Governance].
- Board Guide 1.6: The “Comply or Explain” Regime [Corporate Governance].
- Board Guide Appendix 1E: List of Key Legislations [Corporate Governance].
- Board Guide Appendix 1H: List of Key Regulations [Corporate Governance].
- BRC Guide 3.10: Compliance Risks [Board Agenda].
- BRC Guide Appendix 3B-5: Compliance Risks [Board Agenda].
- BRC Guide Appendix 3D: Risk Type Descriptions [Board Agenda].
E. Related Articles
- “For compliance’s sake” by Daniel Ee. (457KB)
- “Keep on the right side of the law” by Michael Gray. (46KB)
- “Are you compliant?” by Tim Hill. (88KB)