Executive summary - May 2015

CASES: • Directors Allowed to Rely on Indemnity as Not in Wilful Default of Their Fiduciary Duties 1 o In Weavering Macro Fixed Income Fund Limited (In Liquidation) v Peterson & Ekstrom (12 February 2015), the directors (“Directors”) of a hedge fund company (“Company”) failed to exercise proper supervision of the Company thereby allowing the investment manager to perpetrate a fraud on it. o The constitutional documents of the Company provided an indemnity for the Directors which covered liability for any wrongful or negligent acts or omissions unless it was due to “wilful neglect or default”. o The Cayman Islands Court of Appeal found that the Directors had acted in the belief that they were complying with their duties and, accordingly, held that while they had been negligent in the performance of their duties, they had not acted in “wilful neglect or default”. • Application to Compel Production of Records May Be Made against Directors and Not Just the Company 3 o In Lim Kok Leong v Seen Joo Company Pte Ltd & Ors [2014] SGHC 239 (14 November 2014), the sleeping director of a company applied to inspect the accounting and other records of the company when he discovered that he had been removed as director. He made the application against both the company and its directors. o The Singapore High Court held that an application for an order to compel the production of company records under section 199 of the Companies Act can be made by a director against both the company and the other directors. o As the order would be made against the directors personally, it could also be enforced personally if the directors did not comply. • No Obligation for Director to Return Confidential Documents at the End of His Tenure 4 o In Eurasian Natural Resources Corporation Ltd v Judge [2014] EWHC 3556 (QB) (31 October 2014), a Non-Executive Director was asked to deliver up certain documents relating to the plaintiff in his possession that had been provided to him during his tenure as director of the plaintiff upon the termination of his appointment. o The English High Court held that there were no grounds for finding that a director was subject to an implied term requiring delivery up of confidential documents after termination of his appointment. o This case makes it clear that if companies wish to require directors to return confidential documents provided to them during the tenure of their directorship, they should provide for this as a term of the service agreement. LAWWATCH 1 CORPORATE GOVERNANCE EDITION © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). REGULATORY: • New and Upcoming Changes to the SGX Listing Rules 6 The key changes dealt with are as follows: o The reduction in board lot size from 1,000 units to 100 units; o The implementation of a minimum trading price; and o The setting up of a Listing Advisory Committee, Appeal Committee, and Disciplinary Committee. LAWWATCH 1 CORPORATE GOVERNANCE EDITION © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). CASES Directors Allowed to Rely on Indemnity as Not in Wilful Default of Their Fiduciary Duties Weavering Macro Fixed Income Fund Limited (In Liquidation) v Peterson & Ekstrom (12 February 2015) is a case from the Cayman Islands where the directors (“Directors”) of a hedge fund company (“Company”), Weavering Macro Fixed Income Fund Limited, failed to exercise proper supervision of the Company thereby allowing the investment manager to perpetrate a fraud on the Company. However, the Cayman Islands Court of Appeal found that the Directors had acted in the belief that they were complying with their duties, and accordingly held that while they had been negligent in the performance of their duties, they had not acted in “wilful neglect or default”. This was important because the constitutional documents of the Company provided an indemnity for the Directors which covered liability for any wrongful or negligent acts or omissions unless it was due to “wilful neglect or default”. Facts The Company was founded by Magnus Peterson (“Peterson”). The Directors were his brother and step-father. The Company carried on investment activities, in particular, in derivative-type transactions. Its investment activities were contracted out to an investment manager, an entity owned by Peterson. While the Company appeared to be doing well, in reality, it was making huge losses. The losses were masked through the booking of fictitious gains on a basket of interest rate swaps entered into with Weavering Capital Fund (“WCF”), a shell company controlled by Peterson with very little material assets. The Directors were unaware of the fraud being perpetrated by Peterson. Both left the day-to-day management of the Company to the investment manager. They were also unaware that the interest rate swaps were being entered into with WCF. Indeed, it was found by the first instance court, that they exercised no supervision over the running of the Company whatsoever: • They would sign minutes of board meetings that never took place when told to do so by Peterson. • When board meetings did occur, the minutes took a standard form with the directors merely noting a number of matters and points. • They never looked into or asked about the Company’s performance or its business. • They would sign whatever documents were put in front of them by Peterson, for example, the Company’s annual accounts, side letters, and waiver forms. To discuss the possible implications of this for your business, please contact: Annabelle YIP d: +65 6416 8249 e: [email protected] wongpartnership.com Joy TAN d: +65 6416 8138 e: [email protected] wongpartnership.com LAWWATCH 2 CORPORATE GOVERNANCE EDITION © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). There was no question that the Directors had been negligent in their exercise of their directors’ duties. The issue before the Cayman Islands Court of Appeal was whether this negligence had also amounted to “wilful neglect or default”. The Cayman Islands Grand Court had found, as the court of first instance, that it had and so held that the Directors could not avail themselves of the indemnity. Decision The Court of Appeal agreed with the Grand Court that the Directors had not met the required standard of care in performing their duties as directors of the Company. However, it disagreed that their actions (or lack thereof) had amounted to “wilful neglect or default”. The Court of Appeal first noted that a director would only be guilty of “wilful neglect or default” if he either: • knows he is committing and intends to commit a breach of duty; or • is recklessly careless in that he does not care whether or not his act or omission is a breach of duty. In this case, the Directors had testified that they had honestly believed that they were complying with their duties, and there was no evidence that this was not the truth. Accordingly, it could not be shown that the first limb of the test was satisfied. As for the second limb, the Court noted that, in order to establish recklessness, it was necessary to show that a director appreciated that his conduct might be a breach of duty and nevertheless continued with such conduct. As with the first limb, no evidence had been brought to counter the Directors’ testimony that they had honestly believed that they were complying with their duties. Accordingly, it could not be shown that the second limb of the test was satisfied. As neither the first nor second limb could be satisfied, it could not be established that the Directors had acted in wilful neglect or default of their duties and accordingly they were entitled to rely on the indemnity provided by the Company. Our Analysis / Comment The use of the phrase “wilful neglect or default” is often found in indemnity clauses in trust deeds of funds. While the decision of the Cayman Islands Court of Appeal as to what constitutes wilful default of fiduciary duty was LAWWATCH 3 CORPORATE GOVERNANCE EDITION © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). made in the context of directors’ duties, it might be useful in a construction of similar indemnity or limitation of liability clauses in a different legal and commercial context. Whether this case may be persuasive to the Singapore courts remains to be seen. Application to Compel Production of Records May Be Made against Directors and Not Just the Company In Lim Kok Leong v Seen Joo Company Pte Ltd & Ors [2014] SGHC 239 (14 November 2014), the Singapore High Court held that an application for an order to compel the production of company records under section 199 of the Companies Act can be made by a director against both the company and the other directors. Facts The Plaintiff had been a “sleeping” director of the First Defendant, Seen Joo Company Pte Ltd (the “Company”) since 1997 and had not been involved in the management or the day-to-day operations of the Company. The Second to Sixth Defendants were also directors of the Company. In July 2014, when the Plaintiff discovered that he had been removed as a director, he sought to inspect the accounting and other records of the Company for the last five years, but his request was not acceded to. The Plaintiff took out an application under section 199 of the Companies Act (the “CA”) to compel the Company and its directors to allow him access to the Company’s accounting and other records. Section 199 of the CA provides that every company and the directors and managers thereof shall keep records to sufficiently explain the transactions and financial position of the company and those records shall at all times be open to inspection by the directors. Decision The Singapore High Court allowed the Plaintiff’s application. With respect to the application against the directors, the Court noted as follows: • Unlike the UK and Australian legislative equivalents to section 199 of the CA, the Singapore provision expressly extended the responsibility personally to the directors and managers of the company by use of the words “Every company and the directors and managers thereof shall…” in the first line of section 199(1). LAWWATCH 4 CORPORATE GOVERNANCE EDITION © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). • Having regard to the legislative purpose of section 199 of the CA, the Court held that it was justifiable to include the other directors of the company as defendants. This was because the company’s directors were officers of the company and were accordingly persons whom section 199 intended to be responsible for compliance, which included making records of the company available for inspection. Section 199 provided a statutory right that was in addition to the common law right of a director to inspect the company’s documents. Accordingly, the Court held that with regard to the wording of section 199, the Singapore position must be that Parliament intended for directors to be able to apply to court for an inspection order against not just the company but also their fellow directors. Our Comments / Analysis Making an application against the directors allows the order to be made against them as well. This would mean that a failure to comply with the order may be enforced against the directors personally and not simply through the company. No Obligation for Director to Return Confidential Documents at the End of His Tenure In Eurasian Natural Resources Corporation Ltd v Judge [2014] EWHC 3556 (QB) (31 October 2014), a Non-Executive Director was asked to deliver up certain documents relating to the plaintiff in his possession that had been provided to him during his tenure as director upon the termination of his appointment. The English High Court held that there were no grounds for finding that a director was subject to an implied term requiring delivery up of confidential documents after termination of his appointment. Facts The plaintiff, a leading diversified natural resources group, was a public company listed on the London Stock Exchange. The defendant had been a Non-Executive Director of the plaintiff from 6 December 2007 until 2013 when he was told he would not be put up to re-election to the board at the next Annual General Meeting. As a Non-Executive Director of the plaintiff, the defendant had received a large number of documents in hard copy and electronic format dealing with LAWWATCH 5 CORPORATE GOVERNANCE EDITION © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). matters concerned with the finances of the plaintiff, its place in the market, and its governance. Much of the information was confidential to the plaintiff. The defendant was asked by the plaintiff to provide an undertaking not to disclose information confidential to the plaintiff and to deliver up all documents relating to the plaintiff in his possession upon termination of his appointment. The defendant refused. Also at about this time, the plaintiff was under investigation by the Serious Fraud Office. The defendant was called to an interview with the Serious Fraud Office, and was also warned that he was not to dispose of any material that he held that was related to the affairs of the plaintiff. The plaintiff commenced proceedings against the defendant. Among other things, it sought an order that the defendant deliver up all confidential documents in his possession that were covered by legal professional privilege and hence not subject to disclosure to the Serious Fraud Office. The defendant applied to strike out the application. Decision The English High Court held that the application for delivery up of documents would be struck out insofar as this was based on an implied term or on the defendant’s fiduciary duty as a director: • While the defendant’s service agreement contained a confidentiality clause, it was silent as to any obligation to deliver up confidential documents after termination of the defendant’s employment. There was no legal authority, Code of Practice, Guidance, or other evidence that would suggest that such a requirement is the norm for directorships. • There was no reason of business efficacy to imply such a term. Rather, there would be difficulties in complying with such a duty. The difficulty would be particularly acute where, as had occurred in this case, company documents were sent to a number of email addresses, some personal to the director and others maintained by other private and publicly listed companies with which the director was associated. Ensuring compliance with such a term would potentially involve a considerable amount of work for those subject to it to very little purpose. • There was also no wider obligation of delivery up arising from the director’s fiduciary duties. Our Comments / Analysis This case makes it clear that if companies wish to require directors to return confidential documents provided to them during the tenure of their directorship, they should provide for this as a term of the service agreement. LAWWATCH 6 CORPORATE GOVERNANCE EDITION © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). REGULATORY New and Upcoming Changes to the SGX Listing Rules The Singapore Exchange (“SGX”) had a busy year in 2014 in terms of implementation of changes to the SGX listing manual (“Listing Rules”), and 2015 and 2016 are not expected to be any different. On 19 January 2015, the standard board lot size of securities listed on the SGX was reduced from 1,000 units to 100 units. Other changes on the way for 2015 include the rule requiring all resolutions to be by poll, which was announced sometime back but which will officially take effect on 1 August 2015 (including consequential changes to the Listing Rules such as imposing a requirement to have an independent scrutineer and a detailed announcement of the votes cast and persons required to abstain from voting). These changes follow on the back of numerous rule changes implemented and Consultation Papers introduced in the course of 2014, including: • The new Practice Note relating to public queries on unusual trading activity and confidential pre-notifications of certain corporate actions by issuers (which is also presently the subject of a consultation proposal to codify its provisions into the Listing Rules. Proposed illustrations of when the SGX will require the notification to be given were also the subject of consultation questions); • The requirement for primary listed issuers to hold general meetings in Singapore unless prohibited from doing so; • An update to the Guide to Sustainability Reporting for Listed Companies; and • New rules requiring secondary listed issuers to maintain its primary listing and comply with the rules of its home exchange, and provide an annual confirmation of compliance with the Listing Rules. Reduction in Board Lot Size The reduction in board lot size from 1,000 units to 100 units applies to the following securities, as mentioned in the SGX Consultation Paper of August 2013: • Ordinary shares (including shares traded on GlobalQuote); • REITs; • Business trusts; • Company warrants; • Structured warrants; and • Extended settlement contracts. LAWWATCH 7 CORPORATE GOVERNANCE EDITION © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). The Listing Rules have been amended to provide, for both primary and secondary listings, that the subscription and allocation value of the shares at IPO for each investor must be at least S$500 and based on an integral multiple of a board lot. Another consequential change arising from the reduction in board lot size is that the shareholding statement in the Annual Report, made up to the date not more than one month (before the date of the notice of the annual general meeting (“AGM”) or the Summary Financial Statement, whichever is earlier), must now contain the distribution schedule of equity security holders in the additional categories of 1-99, and 100-1,000, equity securities. As the SGX stated in its news release of 13 January 2015, smaller board lots will make higher-priced stocks more affordable for investors and enable investors with less investment funds to more effectively build a diversified portfolio. For listed companies, the reduction in board lot sizes may potentially result in a larger number of shareholders, particularly in the case of companies with higher-priced shares, possibly leading to increased administrative costs arising from the distribution of annual reports and circulars and holding of general meetings. Listed companies are gearing up to meet the challenges of a potentially much larger shareholder base turning up at their AGMs in 2015 because of the dual effect of the reduction in board lot sizes and the amendments to the Companies Act expected to come into force in the first quarter of 20165 relating to multiple proxies for bank nominees, custodian service providers, and the CPF Board. Minimum Trading Price The SGX’s proposal to implement a minimum trading price (“MTP”) per share was first made in February 2014, in its Consultation Paper on “Review of Securities Market Structure and Practices”. The proposed mechanics and amendments to the Mainboard Listing Rules were discussed in its Consultation Paper issued on 17 September 2014 entitled “Introduction of Minimum Trading Price and Codification of Regulatory Tools”. In February 2015, the SGX issued a response to feedback received on the introduction of the MTP and Mainboard Listing Rules changes. The proposed amendments to the Mainboard Listing Rules, which are to take effect on 1 March 2016, include the following: LAWWATCH 8 CORPORATE GOVERNANCE EDITION © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). Changes to the watch-list provisions in Chapter 13: • The watch-list rules apply to all Mainboard-listed issuers excluding, inter alia, secondary listings and issuers listed or which have completed a reverse take-over for less than six months. • Amendments to the existing financial entry criterion for the watch-list: o The financial entry criteria of pre-tax losses for the last three years has been amended to refer to the audited full year consolidated accounts instead of announced accounts. Non-recurrent, extraordinary or exceptional items will no longer be excluded. o The minimum average daily market capitalisation of S$40 million will be required for the last six months (regardless of the number of trading days during the six-month period). • A new MTP entry criterion for the watch-list has been introduced. o The MTP will be fixed at a threshold volume-weighted average price (“VWAP”) over six months of S$0.20. o REITs and Business Trusts will be subject to the MTP entry criterion but not the financial entry criteria. • An issuer placed on the watch-list must meet the financial exit criteria or the MTP exit criterion (as applicable) within 36 months of entering the watch-list (“cure period”). This is a change from the current cure period of 24 months. • Issuers that are unable to meet the financial exit criteria or MTP exit criterion (as applicable) at the end of the cure period will be delisted or suspended with a view to delisting. Changes to Practice Note 13.2 on the watch-list: • Practice Note 13.2 sets out the guidelines for inclusion and removal of issuers onto and from the watch-list. • Issuers unable to record a six-month VWAP of S$0.20 or above at specified quarterly review dates will be placed on the watch-list. • The VWAP is calculated by taking the total value of securities traded during the six-month period divided by the total volume traded during that period. This will be regardless of the number of trading days during the six-month review period. • For issuers whose securities are not quoted in Singapore dollars, the conversion will be based on the Reuters exchange rate as of the market day preceding the review date. Issuers traded in dual currencies will be put on the watch-list only if both counters fail to meet the MTP. • Six-month VWAP information for issuers is made available on SGX’s website. • Issuers should consolidate their shares to achieve a theoretical share price of at least S$0.25 to cater for price fluctuations. • It is possible to seek an extension (to be submitted at least one month prior to expiry of the cure period) which will be granted at SGX’s discretion. LAWWATCH 9 CORPORATE GOVERNANCE EDITION © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). A transition period of 12 months from the date of introduction of the MTP requirement will be provided. In practice, issuers have more than a year of transition period, and issuers with share prices below the proposed MTP should already have started contemplating the necessary corporate actions to be taken. Issuers whose share price is below the MTP may consider undertaking a share consolidation exercise in order to bring their share price up to the required minimum. Other options include other corporate actions, or applying to transfer to Catalist (only applicable to issuers on the watch-list because of the MTP entry criterion), though in relation to the latter, the SGX in its response to feedback received reiterated that an issuer’s share price should be supported by fundamentals and reputation, and not whether it is a Mainboard or Catalist company. To facilitate share consolidation exercises, the SGX has waived all fees since 1 August 2014, and has said that it will continue to do so in relation to any share consolidation exercise undertaken by issuers in order to meet the MTP requirement for the period of two years after the commencement of the transition period. Reinforcing the Listings and Enforcement Framework The SGX’s proposals relating to the Reinforcement of the Listings and Enforcement Framework were introduced in the same Consultation Paper as the MTP, and proposed detailed amendments to the Listing Rules were discussed in the Consultation Paper issued on 17 September 2014 entitled “Reinforcing the SGX Listings and Enforcement Framework”. The numerous Listing Rule amendments in this regard will be encapsulated in a new chapter of the Listing Rules. The proposed Listing Rule changes include the following set out below. Listing Advisory Committee • The setting up of a Listing Advisory Committee (“LAC”), comprising independent market professionals appointed by SGX Board in consultation with the Monetary Authority of Singapore (“MAS”), to advise the SGX on matters referred to it, including those concerning listing policies and listing applications (such as when there are novel issues or matters of public interest involved). • The publication by SGX of half-yearly reports of advice provided by the LAC, and the LAC’s publication of an annual report. LAWWATCH 10 CORPORATE GOVERNANCE EDITION © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). Disciplinary Committee and Appeals Committee • The setting up of a Disciplinary Committee (“DC”) and an Appeals Committee (“AC”), both comprising persons independent of the SGX appointed by SGX Board. • The DC will hear charges against an issuer, its directors, executive officers and issue managers (each a “Relevant Person”) for alleged breaches of the Listing Rules by, or causing a breach of the Listing Rules by, another Relevant Person. • The AC will hear appeals arising from DC decisions, as well as decisions of the SGX relating to specified matters. The AC’s decision is final. • An appeal can only be heard if the chairman is of opinion that the DC acted in bad faith, there was procedural unfairness, there is fresh evidence, there was a gross error of fact or error in interpretation of the Listing Rules, or the sanctions were excessive or inadequate. • A Relevant Person shall not be represented by legal counsel at DC and AC hearings, but subject to the DC’s or AC’s discretion, a Relevant Person may consult with legal counsel during the hearing. • Parties to DC or AC proceedings are required to treat matters relating to them as confidential, and may only disclose them in limited specified circumstances. • Written grounds of decision of the DC and AC shall be published by the SGX unless the sanction involves a private warning. The DC’s powers of sanction The DC’s powers to sanction include: • In the case of an issuer, a private warning or public reprimand, or the imposition of fines payable to the SGX (not more than $250,000 per contravention, subject to a maximum of $1 million per hearing for multiple charges, payable in instalments); • In the case of an issue manager, prohibition from participating in specified listing applications on the SGX for a period of not more than three years; • In the case of a director or executive officer, requiring his resignation or prohibiting any issuer (for a period not exceeding three years) from appointing or re-appointing that person; and • An issuance of an order for costs. SGX’s administrative powers The administrative powers of the SGX include: • Issuing public queries to an issuer; • Requiring an issuer to make specified disclosures; • Withholding approvals of circulars and notices of meeting; • Requiring an issuer to obtain SGX’s prior approval for appointment of directors and executive officers, and objecting to any such appointment; LAWWATCH 11 CORPORATE GOVERNANCE EDITION © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). • Requiring the appointment of a special auditor, compliance advisor, legal advisor or other independent professional for specified purposes; • Waiving or modifying compliance with a Listing Rule; • Placing an issuer on the watch-list; and • Imposing any other requirements on a Relevant Person as the SGX considers appropriate. SGX’s enforcement powers The enforcement powers of the SGX include: • Initiating and conducting investigations and disciplinary actions against a Relevant Person; and • Taking enforcement action against a Relevant Person, which includes: o Private warning; o Offering a composition sum to an issuer (which shall not exceed $10,000 per contravention, subject to maximum of $100,000 per offer for multiple contraventions, which may be payable in instalments if the SGX agrees); o Requiring an issuer to implement, or requiring its directors or executive officers to undertake, an education or compliance programme; o Requiring an issuer to undertake an independent review of internal controls and processes; o Requiring an issuer to appoint an independent advisor to minority shareholders; o Requiring a Relevant Person to perform remedial action to rectify the consequences of contraventions; o Suspending or restricting the activities of an issue manager; and o Halting or suspending trading of the listed securities of, or delisting, an issuer. SGX’s investigation powers • The SGX’s investigation powers, which include the right to obtain copies of documents or electronic records, and to appoint an “Exchange Examiner” being a person to assist the SGX with its investigation. Other provisions • Detailed procedures relating to disciplinary proceedings and hearings, and relating to the quorum and other regulatory matters for the proceedings of the LAC, DC and AC. • A prescribed form of undertaking to be given to the SGX to comply with the Listing Rules from an issuer’s directors and executive officers. The SGX has stated that it is considering the comments received and will incorporate them into the final proposal where appropriate. LAWWATCH 12 CORPORATE GOVERNANCE EDITION © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). The proposed LAC, DC and AC strengthen the SGX’s decision-making processes in relation to listings and enforcement of Listing Rules by adding a measure of independence, give the SGX the benefit of the perspectives of market professionals, and enhance transparency. Ultimately, the measure of how successful these new Listing Rules are in achieving the objectives of the SGX will be in how they are applied in practice. SOME OF OUR OTHER UPDATES … 5 May 2015 CaseWatch: Clause Limiting Injunctive Relief to the Ground of Fraud Upheld by Court of Appeal 23 April 2015 LawWatch: Intellectual Property, Media & Technology Issue 2/2015 16 April 2015 LegisWatch: Companies (Amendment) Act to Be Partially Implemented on 1 July 2015 10 April 2015 LawWatch: Issue 2 of 2015 LAWWATCH 13 CORPORATE GOVERNANCE EDITION © WongPartnership LLP This update is intended for your general information only. It is not intended to be nor should it be regarded as legal advice. < Previous Item | Home | Next Item > WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A). WONGPARTNERSHIP OFFICES SINGAPORE WongPartnership LLP 12 Marina Boulevard Level 28 Marina Bay Financial Centre Tower 3 Singapore 018982 Tel: +65 6416 8000 Fax: +65 6532 5711/5722 CHINA WongPartnership LLP Beijing Representative Office Unit 3111 China World Office 2 1 Jianguomenwai Avenue, Chaoyang District Beijing 100004, PRC Tel: +86 10 6505 6900 Fax: +86 10 6505 2562 WongPartnership LLP Shanghai Representative Office Unit 1015 Corporate Avenue 1 222 Hubin Road Shanghai 200021, PRC Tel: +86 21 6340 3131 Fax: +86 21 6340 3315 INDONESIA Makes & Partners Law Firm (an associate firm) Menara Batavia, 7th Floor Jl. KH. Mas Mansyur Kav. 126 Jakarta 10220, Indonesia Tel: +62 21 574 7181 Fax: +62 21 574 7180 Website: makeslaw.com MALAYSIA Foong & Partners (an associate firm) Advocates & Solicitors 13-1, Menara 1MK, Kompleks 1 Mont’ Kiara No 1 Jalan Kiara, Mont’ Kiara 50480 Kuala Lumpur, Malaysia Tel: +60 3 6419 0822 Fax: +60 3 6419 0823 Website: foongpartners.com MIDDLE EAST WongPartnership LLP Abu Dhabi Branch Al Bateen Towers, Building C3, Office 11-01 (P1) P.O. Box No. 37883 Abu Dhabi, UAE Tel: +971 2 651 0800 Fax: +971 2 635 9706 MYANMAR WongPartnership Myanmar Ltd. No. 1, Kaba Aye Pagoda Road Business Suite #03-02, Yankin Township Yangon, Myanmar Tel: +95 1 544 061 Fax: +95 1 544 069 [email protected] wongpartnership.com