MAS revises the Code of Corporate Governance to reflect independent director tenure limit

The Monetary Authority of Singapore (MAS) today introduced amendments to the Code of Corporate Governance (Code), to reflect SGX RegCo’s Listing Rule changes to introduce a nine-year tenure limit for independent directors [1] and mandatory remuneration disclosure for each individual director and chief executive officer (CEO) [2] .

2. These revisions to the Code and Listing Rules are in line with the recommendations made by the Corporate Governance Advisory Committee (CGAC) on 13 September 2022, which were in response to the review of SGX-listed companies’ corporate governance disclosures released by SGX RegCo on the same day [3] .

3. MAS will amend the Notice to All Holders of a Capital Markets Services Licence for Real Estate Investment Trust Management (REIT Managers) (MAS Notice SFA 04-N14 ) to reflect the change in remuneration disclosure requirements for directors and CEOs of REIT Managers to mandatory from comply or explain. The amendments will take effect on 1 January 2025, in alignment with the implementation of the SGX Listing Rules requirement.

4. Mr Lim Tuang Lee, Assistant Managing Director (Capital Markets), MAS, said, “High standards of corporate governance, characterised by strong accountability and transparency, are critical in upholding investor confidence in our capital markets. The latest enhancements, which are in line with global best practices, are important steps to further strengthen director independence, encourage board renewal and improve market transparency.” 

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1. Prior to the amendment, listed companies could continue to appoint a director as independent director beyond nine years, subject to a two-tier vote.

2. Prior to the amendment, the exact remuneration disclosure requirement for directors and CEOs was set out in the Code of Corporate Governance, which applies on a “comply or explain” basis.

3. SGX RegCo had commissioned KPMG to conduct the review. The report was published on 13 September 2022. Please refer to SGX RegCo’s press release for more details.