SGX Raises the Bar on Transparency: New Rules Will Put CEO Pay, Dividends and Shareholder Engagement Under the Spotlight

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SGX Raises the Bar on Transparency: New Rules Will Put CEO Pay, Dividends and Shareholder Engagement Under the Spotlight

SINGAPORE — Singapore Exchange Regulation (SGX RegCo) is tightening disclosure requirements for listed companies, with new rules set to make executive pay, dividend policies and shareholder engagement more transparent from January 1, 2027.

The changes are designed to give investors a clearer picture of how companies make key decisions — particularly how they determine executive remuneration and how those decisions connect with long-term shareholder value.

Under the new framework, listed companies will have to explain in their annual reports the financial and non-financial performance indicators used to determine the remuneration of executive directors and key executives, including how those measures are aligned with long-term value creation.

That means investors will have more information not only about how much senior executives are paid, but also about the performance factors used to justify that compensation.

CEO Pay Faces Greater Disclosure

Executive remuneration has emerged as one of the most closely watched elements of the new rules.

SGX RegCo said companies will need to provide clearer explanations of the indicators used when determining executive compensation. The aim is to address information gaps that can make it difficult for shareholders to understand the relationship between management performance and pay.

SIAS said shareholders should be able to understand not just the amount paid to senior management, but why that amount was awarded and whether the incentives are aligned with long-term shareholder value.

The Business Times reported that while more than 90% of Singapore-listed companies already incorporate financial indicators into remuneration frameworks, only 47% disclosed the specific indicators they use, based on financial-year 2025 annual reports published through May 31, 2026.

The new requirements are intended to close that disclosure gap.

Companies Must Explain Their Dividend Policy

Another major change concerns dividends.

From 2027, companies will be required to include a dividend policy in their annual reports. However, the rule does not require companies to pay dividends or increase their payouts.

Instead, companies will have to explain their approach to capital distribution and, where appropriate, why they may choose to retain cash for expansion, acquisitions or other investments.

This distinction is important for investors: a formal dividend policy is intended to improve transparency around capital allocation rather than force every listed company toward a particular payout level.

Investor Relations Websites Become a Baseline Requirement

Listed companies will also be required to maintain a dedicated investor-relations website or a dedicated investor-engagement section on their corporate website.

The site must publish the company’s investor-relations policy and provide channels through which shareholders can communicate with the company.

SGX RegCo is also encouraging companies to make additional information available, including annual reports, annual-general-meeting minutes, investor presentations and calendars of upcoming investor events.

SGXNet will remain the primary platform for required announcements, meaning the new investor-relations websites will serve as an additional channel rather than replacing SGXNet.

Most Companies Already Have the Infrastructure

The new requirements are not starting from scratch.

SGX RegCo said that, based on FY2025 annual reports published through May 31, 2026, more than 90% of issuers already maintain websites for investor engagement and have two-way communication channels with investors.

However, only a minority provide detailed information about their shareholder-engagement activities, highlighting the gap between having an online presence and providing substantive disclosure.

SGX RegCo chief executive Tan Boon Gin said the changes are intended to strengthen disclosure standards while preserving flexibility for companies, and encouraged issuers to go beyond minimum requirements.

The Bigger Question: Disclosure or Box-Ticking?

Investor groups and corporate-governance experts have broadly welcomed the direction of the reforms, but they have also stressed that more information does not automatically mean better information.

SIAS warned that generic statements or boilerplate policies could limit the usefulness of the new requirements. The Singapore Institute of Directors similarly said disclosures should help investors understand how boards make decisions rather than simply becoming a compliance exercise.

The reforms followed SGX RegCo’s consultation process, which received feedback from 32 respondents, including asset managers, issuers, service providers and market professionals.

The first annual reports required to comply with the new rules are expected to be issued in 2028, although companies are being encouraged to adopt the enhanced disclosures earlier.

Why It Matters

Singapore’s latest listing-rule changes put a stronger emphasis on the connection between executive pay, corporate performance, capital allocation and shareholder communication.

For investors, the practical impact will be greater visibility into how companies determine management compensation, why they retain or distribute capital, and how boards engage with shareholders.

But the effectiveness of the reforms will ultimately depend on the quality and specificity of the information companies provide — not simply whether they meet the minimum reporting requirements.

The new rules take effect January 1, 2027, marking a significant shift toward more detailed corporate disclosure across Singapore’s listed market.

WWC ONE MEDIA G,A

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