On 5 May 2022, the Singapore Exchange Regulation (“SGX RegCo“) issued a Regulator’s Column on “Duties of directors under the Listing Rules”, elaborating upon its expectations on the duties of directors of issuers listed on the Singapore Exchange Securities Trading Limited (“Listed Issuers“).
Under Singapore law, directors’ duties and responsibilities can be found at common law as well as in legislation. For instance, the Companies Act 1967 sets out among other things, the duties and responsibilities of directors of Singapore-incorporated companies. Directors of Listed Issuers must note the interaction of their statutory duties with their obligations under the SGX-ST Listing Rules (Mainboard) and SGX-ST Listing Rules (Catalist), collectively, “Listing Rules”.
In this Regulator’s Column, SGX RegCo shared that what it expects of directors of Listed Issuers under the Listing Rules is aligned with what is expected of directors under Singapore law, namely the duties to: (a) act in good faith and in the best interests of the company; (b) avoid conflicts of interest; and (c) exercise due care, skill and diligence.
This Update highlights SGX RegCo’s key expectations concerning the duties of directors of Listed Issuers under the Listing Rules, how directors are expected to fulfil them, and possible actions that SGX RegCo may take in the event of breaches of directors’ duties under the Listing Rules. We also briefly include some practical comments for consideration.
For more information, click here to read the full Legal Update.
