On 6 July 2023, the Accounting and Corporate Regulatory Authority (“ACRA”) and the Singapore Exchange Regulation (“SGX RegCo”) launched a public consultation seeking feedback on the recommendations by the Sustainability Reporting Advisory Committee (“SRAC”) to advance climate reporting in Singapore. SRAC recommends requiring listed issuers to report International Sustainability Standards Board (“ISSB”)-aligned climate-related disclosures (“CRD”) starting from financial year (“FY”) 2025. Non-listed companies with annual revenue of at least S$1 billion will follow suit in FY 2027. The consultation closes on 30 September 2023.
SRAC is an industry-led committee set up by ACRA and SGX RegCo to advise on the roadmap for advancing sustainability reporting by companies in Singapore. SRAC’s recommendations aim to uphold Singapore’s attractiveness as a global business hub while contributing to the national agenda on sustainable development under the Singapore Green Plan 2030.
Companies required to report
Since 2017, listed issuers have been required to publish sustainability reports. Currently, only listed issuers in five prioritised industries are required to provide full Task Force on Climate-related Financial Disclosures (“TCFD”)-aligned CRD progressively from FY 2023; all other listed issuers are required to apply TCFD on a “comply-or-explain” basis.
Taking a step further, SRAC proposes to require all listed issuers to report CRD mirroring the requirements in the sustainability disclosure standards issued by ISSB in June 2023 (“ISSB Standards”) from FY beginning on or after 1 January 2025. Under the proposal, “listed issuers” are issuers of equity securities listed on the Singapore Exchange Securities Trading Limited, comprising Singapore-incorporated and foreign-incorporated companies, business trusts, investment funds (excluding exchange traded funds) and real estate investment trusts.
Currently, other than those subject to the Energy Conservation Act 2012 and Carbon Pricing Act 2018, non-listed companies are not required under legislation to prepare any form of climate reporting in Singapore.
SRAC proposes to mandate CRD on non-listed companies with annual revenue of at least S$1 billion from FY 2027. Further, SRAC recommends conducting a review by 2027 with a view to mandating CRD on non-listed companies with annual revenue of at least S$100 million to less than S$1 billion, by around FY 2030. The review will consider factors such as international developments, industry capacity and the implementation experience of non-listed companies with annual revenue of at least S$1 billion.
To reduce compliance burden, SRAC proposes to have a non-listed company exempted from mandatory reporting if:
- its immediate, intermediate or ultimate parent (local or foreign), determined according to the prescribed accounting standards in Singapore, is minimally preparing climate or sustainability reports in accordance with prescribed CRD in Singapore or deemed equivalent; and
- its activities are included in that parent’s report, which is available for public use.
SRAC proposes to prescribe (baseline) CRD mirroring the requirements in the ISSB Standards, to the extent practicable.
To facilitate adoption, ISSB provided (permanent) structural reliefs and (temporary) transition reliefs in the ISSB Standards. In respect of the (temporary) transition reliefs, SRAC proposes to:
- apply at least the same duration of reliefs to all companies subject to mandatory reporting;
- extend two-year relief on Scope 3 greenhouse gas (“GHG”) emissions for non-listed companies subject to mandatory reporting; and
- review the application of ISSB Standards for disclosure of sustainability-related risks and opportunities beyond CRD for all companies subject to mandatory reporting a few years later.
To cater to diverse needs and circumstances, SRAC recommends allowing disclosures in accordance with other standards and frameworks to be included in the same sustainability report if:
- the standards and frameworks applied are prominently disclosed; and
- the additional disclosure does not contradict or obscure the information required by the prescribed CRD.
SRAC recommends that external limited assurance be obtained on Scope 1 and Scope 2 GHG emissions from FY 2027 for listed issuers and from FY 2029 for non-listed companies with annual revenue of at least S$1 billion.
The assurance should be provided by ACRA-registered audit firms or Testing, Inspection, Certification firms accredited by the Singapore Accreditation Council.
For alignment with global best practices, SRAC recommends that assurance be conducted based on:
- a Singapore standard equivalent to ISSA 5000 (General Requirements for Sustainability Assurance Engagements); or
- SS ISO 14064-3 Greenhouse gases - Part 3 (Specification with guidance for the verification and validation of greenhouse gas statements).
Reporting and filing
To facilitate timely communication to shareholders and other stakeholders, SRAC recommends applying the existing reporting and filing timelines for financial statements in the Companies Act 1967 to CRD, together with the mechanism to apply for extension of time.
SRAC recommends requiring CRD to be filed in a digital structured format. Listed issuers can include CRD in a separate report, or as part of the annual report. If CRD is included in a separate report, both reports must be published at the same time.
Other legal requirements
For alignment with SRAC’s recommendation on reporting and filing timelines, SRAC proposes to apply the same legal requirements on financial reporting to climate reporting, except for internal controls, as summarised below:
Scope of legal requirements
Parties responsible in the event of default
Keep CRD records
Company and every officer in default
Circulate CRD and climate auditor’s report timely to members
Table CRD at annual general meeting (“AGM”) with relevant content
Table climate auditor’s report at AGM timely with relevant content
File CRD, climate auditor’s report and director’s statement timely (not applicable to solvent exempt private companies)
Company and every officer in default
Voluntary revision of defective CRD
Every director in default
Appoint external climate auditors
Company and every director in default
At the current juncture, SRAC proposes to encourage companies (but not mandate a legal requirement) to devise and maintain a system of internal controls specifically for CRD in the Companies Act 1967.
SGX RegCo expects to consult on any amendment to the Listing Rules on sustainability reporting by end-2023. ACRA and SGX RegCo will consider the feedback received from this public consultation before finalising the recommendations by 2024.