Part IV Equity Securities — Other Obligations
Suspected Fraud or Irregularity
719(1) Internal Controls and Risk Management Systems
An issuer should have adequate and effective systems of internal controls (including financial, operational, compliance and information technology controls) and risk management systems. The audit committee may commission an independent audit on internal controls and risk management systems for its assurance, or where it is not satisfied with the systems of internal controls and risk management.(2) Suspected Fraud Or Irregularity
If the audit committee of an issuer becomes aware of any suspected fraud or irregularity, or suspected infringement of any Singapore laws or regulations or rules of the Exchange or any other regulatory authority in Singapore, which has or is likely to have a material impact on the issuer's operating results or financial position, the audit committee must discuss such matter with the external auditor and, at an appropriate time, report the matter to the board.(3) Internal Audit
An issuer must establish and maintain on an ongoing basis, an effective internal audit function that is adequately resourced and independent of the activities it audits.
Directors and Management
720(1) An issuer must procure undertakings to comply with the Exchange's listing rules from all its directors and executive officers (in the form set out in Appendix 7.7) and submit the undertakings to the Exchange if required. An issuer must comply with Rule 210(5), Rule 221 (if applicable) and Rule 210(9)(e) (if applicable) on a continuing basis.(2) Without limiting the generality of the foregoing, where a director is disqualified from acting as a director in any jurisdiction for reasons other than on technical grounds, he must immediately resign from the board of directors of the issuer. An announcement containing the details in Appendix 7.4.2 must be made.(3)(a) The Exchange may require an issuer to obtain the prior approval of the Exchange for the appointment or reappointment of a director, a chief executive officer and chief financial officer (or its equivalent rank).(b) The circumstances under which the Exchange may effect Rule 720(3)(a) include but are not limited to:—(i) Where the issuer is the subject of an investigation into the affairs of the issuer by a special auditor or an independent reviewer appointed by the issuer and/or the Exchange, or a regulatory or enforcement agency;(ii) Where the integrity of the market may be adversely affected;(iii) Where the Exchange thinks it necessary in the interests of the public or for the protection of investors; and(iv) Where the issuer refused to extend cooperation to the Exchange on regulatory matters.(c) The Exchange will give prior notice to the issuer where 3(a) is applicable.(4) [deleted](5) An issuer must have all directors submit themselves for re-nomination and re-appointment at least once every three years.(6) When a candidate is proposed to be appointed for the first time or re-elected to the board at a general meeting, the issuer shall provide the information relating to the candidate as set out in Appendix 7.4.1 in the notice of meeting, annual report or relevant circular distributed to shareholders prior to the general meeting. The issuer must announce the outcome of the shareholder vote in accordance with Rule 704(16).(7) An issuer must have all directors undergo training on sustainability matters as prescribed by the Exchange. If the nominating committee is of the view that training is not required because the director has expertise in sustainability matters, the basis of its assessment must be disclosed.
Amended on 29 September 201129 September 2011, 27 September 201327 September 2013, 7 October 20157 October 2015, 1 January 20191 January 2019, 7 February 20207 February 2020, 1 August 2021 and 1 January 2022.
Sale and Purchase Agreements
If an agreement has been entered into in connection with any acquisition or realisation of assets or any transaction outside the ordinary course of business of the issuer or its subsidiaries, and such an agreement has been disclosed publicly, the announcement must include a statement that a copy of the relevant agreement will be made available for inspection during normal business hours at the issuer's registered office for a period of 3 months from the date of the announcement.
An issuer must ensure that at least 10% of the total number of issued shares excluding treasury shares (excluding preference shares and convertible equity securities) in a class that is listed is at all times held by the public.
724(1) If the percentage of securities held in public hands falls below 10%: —(a) The issuer must, as soon as practicable, announce that fact; and(b) The Exchange may suspend trading of the class, or all the securities of the issuer.(2) The Exchange may allow the issuer a period of 3 months, or such longer period as the Exchange may agree, to raise the percentage of securities in public hands to at least 10%. The issuer may be removed from the Official List if it fails to restore the percentage of securities in public hands to at least 10% after the period.
An issuer must appoint two authorised representatives who must be either directors or a director and the company secretary.
The responsibilities of an authorised representative are as follows: —(1) To be the principal channel of communication between the Exchange and the issuer at all times;(2) To supply the Exchange with details in writing of how he or she can be contacted, including home and office telephone numbers and, where available, facsimile numbers. The issuer must notify the Exchange of any changes to such details;(3) To ensure that whenever he or she is outside Singapore, suitable alternates are appointed, available and known to the Exchange, and to supply the Exchange with details in writing of how such alternates may be contacted, including their home and office telephone numbers and, where available, facsimile numbers; and(4) Not to terminate his or her role as authorised representative before notifying the Exchange of:—(a) the proposed termination; and(b) the name and relevant particulars of the replacement.
If the Exchange is not satisfied that the authorised representative is fulfilling his or her responsibilities adequately, it may require the issuer to terminate the appointment and appoint a replacement. The issuer must immediately notify the Exchange of the new authorised representative's appointment and relevant particulars.
Share Pledging Arrangements
728(1) Where any borrowings or loans of the issuer or any of its subsidiaries contains any specified condition (as defined in Rule 704(31)), the issuer must obtain an undertaking from such controlling shareholder or controlling unitholder, REIT manager or trustee-manager, as the case may be, to notify the issuer, as soon as it becomes aware, of any share pledging arrangements relating to these shares or these units, as the case may be, and of any event which will be an event of default, an enforcement event or an event that would cause acceleration of the repayment of the principal amount of the loan or debt securities.(2) Upon notification by the controlling shareholder(s), the issuer must immediately announce the following information:—(a) The name of the shareholder;(b) The class and number of shares and the percentage of the issuer's voting rights that is the subject of the security interest;(c) The party or parties in whose favour the security interest is created or financial instrument given; and(d) All other material details which are necessary for the understanding of the arrangements.
Restriction on Transfers of Securities
Alteration of Articles of Association
730(1) An issuer whose Articles of Association or other constituent documents have been approved by the Exchange, must not delete, amend or add to such documents without prior written approval from the Exchange.(2) If an issuer amends its Articles of Association or other constituent documents, they must be made consistent with all the listing rules prevailing at the time of amendment.
Facilitating Interaction with Shareholders
730A(1) An issuer primary-listed on the Exchange shall hold all its general meetings in Singapore, unless prohibited by relevant laws and regulations in the jurisdiction of its incorporation.(2) All resolutions at general meetings shall be voted by poll.(3) At least one scrutineer shall be appointed for each general meeting. The appointed scrutineer(s) shall be independent of the persons undertaking the polling process. Where the appointed scrutineer is interested in the resolution(s) to be passed at the general meeting, it shall refrain from acting as the scrutineer for such resolution(s).(4) The appointed scrutineer shall exercise the following duties:(a) ensuring that satisfactory procedures of the voting process are in place before the general meeting; and(b) directing and supervising the count of the votes cast through proxy and in person.
Dual Class Share Structure
For an issuer with a dual class share structure, the following matters must be voted through the enhanced voting process:(1) changes to the issuer's Articles of Association or other constituent documents;(2) variation of rights attached to any class of shares;(3) appointment and removal of independent directors;(4) appointment and removal of auditors;(5) reverse takeover of the issuer as set out in Rule 1015;(6) winding up of the issuer; and(7) delisting of the issuer as set out in Rule 1307.
For the avoidance of doubt, the relevant voting thresholds in respect of each of the above matters will continue to apply.