SGX RegCo expands enforcement powers and mandates issuers to have whistleblowing policy
29 July 2021
On 24 June 2021, Singapore Exchange Regulation (“SGX RegCo”) announced the expansion of its range of enforcement powers from 1 August 2021 and that from 1 January 2022 it will require issuers to state in their annual reports that they have a whistleblowing policy in place.
SGX RegCo states that the changes will reinforce confidence in Singapore’s capital markets, act as a greater deterrent against malfeasance, and enhance the protection of investors as they pave the way towards swifter enforcement outcomes.
This announcement follows a public consultation conducted by SGX RegCo from 6 August 2020 to 7 September 2020 on “Enhancements to Enforcement and Whistleblowing Frameworks” (“Consultation”). The consultation set out proposed changes to the Singapore Exchange (“SGX”) Listing Rules (Mainboard) and SGX Listing Rules (Catalist) relating to SGX’s enforcement framework and the whistleblowing regime, specifically, on proposals relating to (a) enhancements to the SGX’s enforcement and disciplinary framework, (b) enhancements to the whistleblowing regime, and (c) other miscellaneous amendments.
SGX RegCo issued its Responses to Comments on Consultation Paper on 24 June 2021 (“Response”), in which it noted that all respondents to the Consultation agreed that SGX RegCo should have swifter enforcement outcomes.
An article on the Consultation is available on the Allen & Gledhill website www.allenandgledhill.com.
From 1 August 2021, SGX RegCo will be able to:
(a) issue a public reprimand and require an issuer to comply with specified conditions;
(b) prohibit an issuer from accessing the facilities of the market for a specified period or until fulfilment of specified conditions;
(c) prohibit any issuer from appointing or reappointing a director or an executive officer for up to three years; and
(d) require a director or an executive officer to resign.
The action set out in item (a) above are not appealable, whereas those set out in (b)-(d) are appealable before the Listings Appeals Committee.
In the Response, it was flagged that SGX, including SGX RegCo, is regulated by the Monetary Authority of Singapore (“MAS”) in the performance of its role as a frontline regulator and operator of the securities and derivatives markets. Hence, MAS maintains oversight of the regulatory responsibilities performed by SGX RegCo, and conducts regular audit inspections on, among others, the internal controls and processes of the various SGX RegCo’s functions.
More severe sanctions, such as fines, will continue to be reserved for the independent Listings Disciplinary Committee.
SGX RegCo’s administrative powers have also been expanded to empower it to object to an appointment or reappointment of a director or an executive officer for up to three years. Such powers are exercisable where the director or executive officer is being investigated or is the subject of proceedings for contravention of any relevant laws, regulations and rules (including those of any professional or regulatory bodies) relating to fraud, dishonesty, the securities or futures industry, corruption or breaches of fiduciary duties.
Whistleblowing policy to be mandatory
SGX RegCo will mandate that all issuers must establish and maintain a whistleblowing policy. To entrench this requirement, from 1 January 2022, SGX RegCo will require issuers to state in their annual reports that a whistleblowing policy, where the identity of the whistleblower is kept confidential and the individual is protected from reprisal, is in place for financial years commencing from 1 January 2021, as well as an explanation of how they have complied with key requirements such as independent oversight of the policy and commitment to protection of the identity of the whistleblower. This requirement will apply to annual reports published from 1 January 2022.
The following materials are available on the SGX website www.sgx.com: