Amending Code of Corporate Governance and SGX Listing Rules to Restrict Remuneration Committee Composition and Mandate Remuneration Disclosure

Mr Yip Hon Weng asked the Prime Minister and Minister for Finance whether MAS and SGX will amend the (i) Code of Corporate Governance and (ii) SGX Listing Rules to restrict remuneration committees to non-executive directors exclusively, and mandate the disclosure of specific performance measures determining remuneration, particularly for executive directors who are substantial shareholders or related family members.

The SGX Listing Rules and the Code of Corporate Governance (CG Code) set out baseline corporate governance standards for listed companies in Singapore. The CG Code already stipulates that all members of remuneration committees should be non-executive directors. The SGX Listing Rules require companies to comply with this or explain why they are unable to do so.

As for remuneration of directors, SGX Listing Rules currently require companies to disclose remuneration paid to each director, including executive directors who are substantial shareholders or their family members.

SGX is currently consulting on proposed amendments to sharpen listed companies' focus on shareholder value creation. The proposals include requiring companies to disclose the key performance indicators used to determine the remuneration of executive directors and how these align with long-term shareholder value creation.

The Corporate Governance Advisory Committee (CGAC)1 is similarly reviewing the CG Code to enhance governance and disclosure standards and will publicly consult on proposals in due course.