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Recent Developments and Future Direction in Corporate Governance
Recent Developments and Future Direction in Corporate Governance
1. Introduction
2. General Performance
a. Observable Effects
b. Board Issues
c. Stakeholder Issues
3. REIT and Business Trust Performance
4. Integrating Governance and Sustainability
5. Conclusion
1
SGTI Partnership
A Collaboration Between
2
SGTI Advisory Panel
Ms Rachel Eng Managing Director, Eng and Co LLC
3
Corporate Governance Milestones
4
SGTI Coverage
General Category (489) REITs & Business Trusts (44)
Note:
SGTI 2022 assessed companies based on their annual reports for Financial Year 2021 released by 31 May 2022.
Other sources of information for assessment include sustainability reports, websites and announcements on the SGX website.
5
SGTI Framework – General Category
B.R.E.A.D Base Score (100 points)
Board Responsibilities (35 points)
Rights of Shareholders (20 points)
Engagement of Stakeholders (10 points)
Accountability & Audit (10 points)
Disclosure & Transparency (25 points)
+
Adjustments for Bonus & Penalty (43 points)
=
Overall SGTI Score (143 points)
6
Mean Score – General Category
70.6
67.9 68.7
56.3 59.3
52.3
47.6 49.7
42.1
38
33.9 33.5 31.5 34.9
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
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Score Change Breakdown
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Score Distribution
160
140
Number of Companies
120
100
80
60
40
20
0
-20 -10 0 10 20 30 40 50 60 70 80 90 100 110 120 130 140
-20
Company Score
2018 2021 2022
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Sectional Scores
B.R.E.A.D Score by Percentage
82%83%
79%
72% 74%76%73%74%75%
69%
61%59%60% 61% 63%
56%57% 58%58% 58%58%57%60%
53%
38%
10
Industry Effect
Interquartile range
(IQR) refers to the
difference between the
75th and 25th
percentiles.
• On average, Financials companies had higher mean scores and higher variations in scores
compared with those in other industries.
11
Sustainability: Emerging and
Embedding
53%
Annual sustainability Non-financial performance Financial performance Corporate objectives Key risks, including
report indicators indicators assessment and
management
12
Sustainability-Related Disclosures:
Stakeholder Relations
87% 85%
82%
70%
59% 57%
55%55%
52% 51% 53%
47%
42%
36%
32%
29%
26%
8% 9%
Efforts to ensure Efforts to interact with Efforts to address How creditors' rights are Activities taken to
sustainable value chain community customers' health and safeguarded safeguard creditors'
safety rights
13
Sustainability-Related Disclosures:
Stakeholder Relations (Employees)
85%
79% 80% 80% 80%
76%
70% 72%
65% 65% 67%
64%
54% 54%
51%
47%
Employee health, safety and Information relating to health, Training and development Data on training and
welfare policy safety and welfare of programmes for employees development programmes
employees undertaken by employees
14
Sustainability-Related Disclosures:
Board Development and Integrity Measures
93% 93% 95%
84%
76%
66%
63% 61%
60% 60%
55% 56%
50% 52% 52%
49%
Policy encouraging Board diversity policy Anti-corruption programmes Key details of whistleblowing
continuous professional and procedures policy, anonymous reporting
development for directors allowed
15
Selection of Directors
89%
86%
82%
77%
38% 40%
33%
29%
20%
14% 13%
11%
16
Range Effect
Score Improvements (from 2021 to 2022) against 2021 Ranking
60
30
20
10
0
0 10 0 20 0 30 0 40 0 50 0 060
-10
-20
2021 Ranking
• Companies that were ranked top 100 in 2021 experienced an overall decrease in scores
• Companies that were ranked from 300 – 500 in 2021 showed a general improvement in scores
• Companies that were ranked the lowest in 2021 showed significant improvement
17
Size Effect
Weak relationship between firm size and performance is maintained
140 140
2022 2021
Total Score
Total Score
120 120
100 100
80 80
60 60
40 40
Correlation Coefficient = 0.37 Correlation Coefficient = 0.32
20 20
Market Capitalisation ($millions) Market Capitalisation ($millions)
(scaled in logarithm with base 10) (scaled in logarithm with base 10)
0 0
$1 $10 $100 $1,000 $10,000 $100,000 $1 $10 $100 $1,000 $10,000 $100,000
18
Performance by Ranking
Lower-ranked companies show highest
increase in mean overall score and in
11.4
score for Engagement of Stakeholders
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Change in mean score
9
7 Higher-ranked companies
Lower-ranked companies
5
3 1.6
1 0.1
-1 Overall Score Score for Engagement of
-3 Stakeholders
-2.4
19
Governance as Impetus for
Sustainability
Governance as Impetus for Sustainability
Governance can drive sustainability
20
Results – General Category
21
Results – General Category
22
Results – General Category
23
Summary
1. SGTI 2022 increased almost two points, reached 70 points for the first time
(70.6 for General Category, 85.3 for REIT and Business Trust Category).
3. Financials companies had higher mean scores and higher variations in scores.
24
Summary
5. Fewer companies report conducting external search for new directors.
However this may reverse going forward, following the latest update to the
Practice Guidance for the Code of Corporate Governance.
25