Date: October 13, 2021
Dr. Tony Tan Keng Yam, Former President of the Republic of Singapore and Chief Patron of SIAS,
Mr. Kwa Chong Seng, Chairman, Singapore Exchange,
Ms. Ho Hern Shin, Deputy Managing Director (Financial Supervision), Monetary Authority of Singapore,
Mr. Daniel Teo, Chairman, SIAS,
Distinguished guests, award winners, ladies, and gentlemen,
Thank you, Dr Tan, for taking your valuable time to join us today to grace this year’s Investors’ Choice Awards presentation ceremony.
2020 and 2021 have been two most eventful years. Due to the Covid-19 pandemic, we took a break last year. It is indeed a blessing that we are able to meet in a hybrid setting this year to celebrate excellence in governance.
The pandemic has wrought an unprecedented and extraordinary shift in both our corporate and personal lifestyles. In the new normal, we go around masked, order our food and groceries online, work-from-home and minimise social interaction. Environmental consequences arising from this shift have brought the issue of sustainability to the fore, and innovators and companies could play a crucial role in providing solutions that will help move the world towards a greener future.
Importance of sustainability
As the most wide-reaching public health crisis our world has faced in a long time, COVID-19 has made a few points apparent:
Firstly, the importance of sustainability – Companies that have integrated sustainability and transparency strategically into their business operations prior to the COVID-19 crisis are much more agile in responding to unexpected events.
Secondly, health, safety and wellbeing are now central to the resiliency and sustainability discussion in a way that it has never occurred before; and
Thirdly, the realisation of the importance of collaboration; nobody can deal with a pandemic on their own! We are all in it together.
The new Singapore Corporate Governance Award incorporating sustainability scorecard
With sustainability being so central to the survival and resilience of an organisation, we decided to integrate sustainability into the score card of the Singapore Corporate Governance Award. Together with our partner, NUS Business School, Centre for Governance and Sustainability (CGS), a new sustainability scoring framework – SMART – has been deployed to access the company’s sustainability practices as disclosed in their Sustainability Reports. Areas of assessment include:-
- “Scope and Statement”
- “Material ESG Factors”
- “Actions & Achievements”
- “Reporting Framework” and
The SMART framework makes up 40% of the total scoring. The other 60% of the scoring is based on the existing STARS framework for corporate governance assessment, which are:
- “Shareholders’ Rights and Equitable Treatment”
- “Transparency and Disclosure”
- “Accountability and Audit”
- “Responsibilities of the Board” and
- “Stakeholders’ Roles”
So, all our Singapore Corporate Governance Award Winners today are SMART STARS!
Observations from our research
SIAS is vigilant on companies’ governance and sustainability practices. In the research undertaken with our partner, NUS CGS for today’s awards, the findings show that while the overall corporate governance or CG scores in 2021 remained stable, the Big-Caps’ and Mid-Caps’ overall CG scores actually fell. However, this was compensated by the slight improvement in the CG scores of Small-Caps that saw improvement in shareholder rights and equitable treatment.
Our research on corporate sustainability showed that 100% of companies identified material Environmental, Social, and Corporate Governance (ESG) factors. However, only 90.1% of them mentioned the selection process of ESG factors and the reasons for selection. But only 25.8% of companies disclosed the linkage of top executive remuneration to the ESG performance.
There is also a need for companies to move beyond boiler plate and template disclosures. One company not only used a template, but an outdated one! Its Corporate Governance report was “inadvertently” based on the CG Code 2012 even though the 2012 Code has been replaced by the CG Code 2018. The company updated its CG Report following SIAS’ Q&A on their annual report.
Another observation is a “Checklist-approach” to disclosure. A company disclosed Interested Party Transaction (IPT) worth over $1.26 million as the transaction involved an associate of a director of the company. Although the transaction was postponed due the COVID-19, the company paid the associate as if it had been completed. If not for SIAS’ query, the company would not have disclosed that it had actually paid an associate. The sum paid has since been reclassified as “advance payment”.
While we may or may not have reached the peak of the COVID-19 pandemic curve globally, we recognise that the effects of COVID-19 are wide-ranging, and learning how to navigate these complexities is crucial.
Companies will need to carry out a new materiality assessment to ensure they have captured what are materials to them. They will then need to address these issues in their sustainability strategy and report their progress. Addressing the interlinks between environment, social, economics, and wellbeing are the initial building blocks. Perhaps, we take a page from the software industry and implement “adaptive governance”, a concept that refers to the ability to deal with complex societal issues involving many stakeholders, diverging interests and uncertainty about the actions to be taken; such as in climate-change induced community relocations. Maybe this should be our discussion topic next year.
I would like to read in future reports how organisations have responded to crisis comprehensively and in ways which cover the workforce, supply chains, customers, and the public. Also, the lessons which they have learned for future crisis response and the role of partnerships for sustainability.
Call On Companies To Improve Their Shareholder Engagement
Since we started our questions on companies’ annual reports in 2016, we are heartened that majority of the companies are responding to our questions each year. Nonetheless, we urge companies to improve the quality of their responses and to engage their shareholders more effectively.
With virtual and hybrid AGMs becoming the new normal, it is important that companies improve their engagement with shareholders by adopting interactive channels that allow shareholders to ask questions and vote “live” in real time. Links to access “live” audio and video feed will enable shareholders to engage the company and its board more meaningfully. And real-time remote electronic voting through an electronic voting system at the general meeting will give shareholders the platform to vote with more discernment, after the more meaningful Q&A session.
The current practice of asking shareholders to submit questions a few days in advance of the AGMs, with answers typically posted on the day or the day before the general meeting, without giving them or other shareholders the avenue to seek further clarification is not ideal and neither build better understanding nor mutual trust. Worse, when shareholders have to submit their votes a couple of days ahead of the AGMs without full understanding of any issues at hand, it is not a fair playing field!
In fact, given that with an online meeting, shareholders can enjoy the convenience of not having to travel to remote locations and thus save time and costs, it would be reasonable to assume that attendance at virtual AGMs should be higher than before Covid-19. Yet, Sias has found that this has not been the case – the numbers have actually fallen
With virtual and hybrid AGMs becoming the new normal, it is important that as companies adopt technologies; they should also endeavour to ensure that their shareholders and stakeholders are also able to use these new platforms so as to ensure effective engagement. The empowerment of stakeholders is a shared responsibility and I call on companies to help empower their shareholders, educate them on the use of digital engagement platforms to communicate effectively.
Perhaps, all our corporate winners here today can be the trendsetters with their next AGMs. I look forward to seeing more meaningful and effective engagements with shareholders in the next AGM season.
Last but not least, I would like to congratulate all our winners for their exemplary work and commitment to improve the level of corporate governance in Singapore. Tonight, we celebrate excellence in corporate governance and sustainability!
I must also thank NUS CGS and our panel of judges who have worked hard to select our SMART STARS in corporate governance.
Our deepest appreciation to all our donors, sponsors, endorsers, and supporters of today’s event and our Corporate Governance Week 2021, especially SIAS team that has worked tirelessly to make this event a success.
Thank you all.
Stay safe and well.