SGX RegCo seeks feedback on proposed disclosure requirements on remuneration, dividend, and investor relations policies

30 April 2026

On 22 April 2026, Singapore Exchange Regulation (“SGX RegCo”) published a consultation paper seeking feedback on proposed amendments to the Mainboard Rules and Catalist Rules to introduce enhanced disclosure requirements to sharpen issuers’ focus on the communication of their value creation initiatives and set a baseline standard for transparency and engagement. The consultation will close on 22 May 2026.

The proposed new rules will require an issuer to comply with the following:

  • Factors determining remuneration: Disclose in its annual report the key performance indicators used to determine remuneration of its executive directors and executive officers, and how these indicators align with the issuer’s long-term shareholder value creation objectives. Where there are material changes to the performance indicators from the immediately preceding financial year, the issuer must explain the reasons for such changes;
  • Dividend policy: Maintain a dividend policy and describe in its annual report the policy and the reasons for any deviations from the policy;
  • Website for investor engagement: Maintain a website for engagement with investors; and
  • Investor relations policy: Maintain and publish on its website an investor relations policy, disclose in its annual report the URL of the policy, and describe in its annual report the policy and the activities undertaken during the financial year to engage with investors.

These proposed changes build on existing “comply-or-explain” provisions under the Code of Corporate Governance 2018 (“Code”). They also build on the Value Unlock programme, an initiative by the Monetary Authority of Singapore and Singapore Exchange to help listed companies strengthen investor engagement and sharpen their focus on shareholder value creation.

Implementation timeline

The proposed amendments are expected to be implemented in phases from 1 January 2027, with those requiring additional disclosures in annual reports to apply to annual reports in respect of financial years commencing on or after 1 January 2027. As such, the first batch of annual reports required to comply with the new annual report disclosure requirements would likely be those issued in 2028, although early adoption is encouraged.

Factors determining remuneration

Issuers are currently required to disclose the remuneration of directors and the chief executive officer in their annual reports. As investors have expressed a strong interest in understanding the indicators that would determine such remuneration and how they relate to the issuer’s long-term value creation objectives, SGX RegCo will require issuers to describe in their annual reports the key financial and non-financial indicators used to determine the remuneration of their executive directors and executive officers, and to provide a cogent explanation on how these indicators align with their long-term value creation objectives taking into account their strategy and circumstances. An example of a description of key financial and non-financial performance indicators under the new requirement is provided in Appendix C to the consultation paper.

As the new disclosure requirement focuses on value creation, it will not extend to non-executive directors as they are not involved in the day-to-day management of an issuer or the execution of its strategy. Non-executive directors are typically remunerated by way of fixed fees, not based on the issuer’s performance.

Where there are any material changes to the performance indicators from the immediately preceding financial year, issuers must describe and explain the reasons for such changes in their annual reports.

Dividend policy

The Code requires issuers, on a “comply-or-explain” basis, to have a dividend policy and to communicate it to investors. However, SGX RegCo notes that a sizable proportion of issuers has chosen not to disclose their dividend policy. As this can undermine investor confidence and may contribute to persistent valuation discounts, SGX RegCo will make it a requirement that issuers maintain a dividend policy and describe it in their annual reports. The issuer must explain the reasons for any deviation from the dividend policy in its annual report.

SGX RegCo explains that the proposed new requirement does not prescribe any particular dividend approach, payout ratio, or quantified target, nor does it mandate that a dividend must be paid. A policy that does not commit to a fixed payout ratio or quantified distribution target, or that affords broad discretion as to the timing and quantum of distributions, would comply with the proposed rule, provided that the policy is clearly articulated and provides meaningful insight into the issuer’s approach to dividends. The absence of any stated dividend policy would not comply with the proposed rule. Hence, issuers that currently disclose that they do not maintain a fixed dividend policy would, upon the rule taking effect, be required to maintain and describe such a policy. An example of how a dividend policy may be described in the annual report is provided in Appendix D to the consultation paper.

SGX RegCo seeks comments on the requirement for issuers to maintain a dividend policy and to describe it in their annual reports, and whether this is sufficient for investors to understand the issuer’s approach to shareholder returns or whether the requirement should be broadened to cover other aspects of the issuer’s capital management framework. If the requirement were to be broadened, comments are sought on the specific areas to be covered.

Website for investor engagement

Under the Code, issuers are required, on a “comply-or-explain” basis, to maintain a website to communicate and engage with shareholders and to publish the minutes of general meetings on their websites. As investors and shareholders increasingly access information through digital means, SGX RegCo will require issuers to maintain a readily accessible website for investor engagement. The website should serve as a centralised platform for key investor-facing information and documents, such as the annual report, sustainability report, minutes of the most recent general meeting, contact information, policies on board diversity, investor relations and dividends, presentation materials from results briefings and investor days, and details to supplement information and summaries in annual reports.

Investor relations policy

Under the Code, issuers are required, on a “comply-or-explain” basis, to provide avenues for communication between the board and investors, disclose in the annual report the steps taken to solicit and understand investors’ views, and have in place an investor relations policy that allows for an ongoing exchange of views and that sets out the mechanism through which investors may contact the issuer and through which the issuer may respond.

Building on these provisions, SGX RegCo will require all issuers to comply with the following:

  • Investor relations policy: Maintain an investor relations policy to facilitate regular, effective, and fair communication with investors. The policy must minimally provide the channels for investor engagement, including the mechanisms through which investors may contact the issuer. The contact mechanism should allow for easy and expedient two-way communication between issuer and investor, preferably through digital means such as email; and
  • Disclosure in annual reports: Disclose in their annual reports (i) a description of their investor relations policy; (ii) the website address through which investors may access the policy; and (iii) a description of the activities undertaken during the financial year to engage with investors.

Issuers are also encouraged to disclose on their websites meaningful and relevant investor feedback received and, where appropriate, how such feedback has been incorporated into their decision-making.

An example of an investor relations policy and a description of investor engagement activities is provided in Appendix E to the consultation paper.

Reference materials

The following materials are available on the SGX website www.sgx.com: