Singapore Exchange Regulator Proposes Changes to Listing Rules and Code

Singapore Exchange Regulation (SGX RegCo) and the Corporate Governance Advisory Committee (CGAC) have proposed capping individuals at five listed-company directorships and requiring independent chairs on key board committees, with comment open until January 27, 2027.

The joint package would amend the Code of Corporate Governance and the SGX Listing Rules. It is the most significant change to SGX board independence rules since the nine-year limit on independent director tenure took effect, and it would reach every issuer on the exchange.

SGX board independence rules: what is proposed

The CGAC and SGX RegCo organized the package around three priorities. The first is helping companies apply the Code in practice. The second is board independence and quality. The third is value creation.

On independence, key board committees would need an independent director as chair and a majority of independent members. Individuals would be limited to five listed-entity directorships.

Companies would also have to be more open about how directors are appointed and how they keep their skills current through continuing professional development.

The Code and its Practice Guidance would be revised to set out desired outcomes alongside worked examples. Code provisions would state that boards are accountable for steering strategy, long-term value and dialogue with investors. Listed companies would also have to publish their capital management policies.

The CGAC and SGX RegCo said they weighed global developments and gathered views from investors and listed issuers, including smaller and mid-sized companies. They said the proposals are designed to work alongside measures from the Equities Market Review Group, which is working on Singapore’s equities market.

Mandatory rules versus comply or explain

The two instruments carry different force. Code provisions apply to listed companies on a comply-or-explain basis, which means a company that departs from a provision must disclose and justify the departure. The Listing Rules are mandatory.

The CGAC advises the Monetary Authority of Singapore (MAS), which issues the Code. It has no regulatory or enforcement powers. After the consultation it will make final recommendations to MAS on the Code and to SGX on the Listing Rules.

MAS and SGX then decide on the final amendments, the implementation timelines and any transitional arrangements. No effective date has been set.

What the SGX board independence rules mean for issuers

The proposals touch three controls that boards already report on: committee composition, director workload and the disclosures that sit behind both. For governance teams, the first question is which committees count as key committees. The headline proposal covers independent chairs and independent majorities, but the committee list sits in the consultation paper.

Boards with a non-independent committee chair, or with committees that are not majority independent, would be most exposed. So would any issuer that relies on a director who sits on more than five listed boards.

The cap works on the individual, not the company. A company cannot fix a breach alone if a director’s other appointments push the total above five. Nominating committees would need to track each candidate’s board count at appointment and at reappointment.

The disclosure items add reporting work. Companies would have to explain how directors are appointed and how their skills are kept current, and publish a capital management policy. Those disclosures would sit alongside the remuneration and tenure disclosures that issuers already make.

Boards that run director data in governance, risk and compliance platforms would need to capture outside directorships in a form that can be checked against the cap. Company secretaries who keep that register by hand would face the same task.

Earlier changes to board independence rules

The proposals build on a 2023 round. On January 11, 2023, MAS revised the Code to reflect a nine-year tenure limit for independent directors. Before that, a company could keep a director classed as independent beyond nine years through a two-tier vote.

The same revision made disclosure of remuneration for each director and the chief executive mandatory. It was previously a comply-or-explain provision. SGX RegCo set out its matching Listing Rule changes the same day. Those followed CGAC recommendations of September 13, 2022, which responded to an SGX RegCo review of listed companies’ governance disclosures.

MAS announced the current review on May 29, 2025. The CGAC’s third term is chaired by Bob Tan, chairman of Jurong Engineering Limited. One sub-committee, led by Robert Yap, executive chairman of Swan & Maclaren Group, looked at more meaningful implementation of the Code. A second, led by Stefanie Yuen-Thio, joint managing partner of TSMP Law Corporation, considered new provisions or guidance on corporate culture, board effectiveness and risk management in emerging areas such as artificial intelligence.

The AI work matters to boards that are building AI governance frameworks. The October package, as announced, does not include AI-specific provisions.

What the regulators said

The CGAC and SGX RegCo tied the package to investor trust and to the exchange’s push to lift valuations. Bob Tan framed it as a trust issue.

“Maintaining trust in our capital markets relies on continuous improvements to our corporate governance. The CGAC’s proposals aim to elevate standards and build greater trust between listed issuers and investors. By strengthening these foundations, we enable companies to pursue sustainable value creation.”

Bob Tan, Chairman, Corporate Governance Advisory Committee

SGX RegCo linked the Listing Rule changes to the exchange’s Value Unlock movement.

“Continued momentum in our market’s Value Unlock movement requires commitment from corporate boards. The proposed amendments to our Rules would add structure to how boards think about leadership and accountability, thus fostering a culture of strong board governance.”

Tan Boon Gin, Chief Executive Officer, SGX RegCo

Ho Hern Shin, deputy managing director (financial supervision) at MAS, said strong corporate governance is fundamental to strengthening Singapore’s equities market. She said MAS, SGX and the CGAC welcome feedback to help shape the proposals for effective implementation.

What comes next for SGX board independence rules

Responses go to the CGAC secretariat at SGX RegCo, 2 Shenton Way, #02-02 SGX Centre 1, Singapore 068804. The consultation closes January 27, 2027.

The consultation paper leaves open several points that issuers will want to see settled in the final text: how the independence test applies to committee chairs, whether existing directors above the cap would get a transition period, and when the Listing Rule changes take effect. MAS and SGX will set those after the CGAC delivers its final recommendations.

Separately, MAS has a consultation on corporate governance regulations for banks, insurers and designated financial holding companies that closes on December 9, 2026. Banks listed on SGX would be subject to both tracks.