Speech By Mr David Gerald, Founder, President & CEO Of SIAS At The Launch Of SIAS Corporate Governance Week 2026 On 20 October 2026

Date: October 20, 2026

Guest-of-Honour Mr Shawn Huang, Senior Parliamentary Secretary, Ministry of Finance and Ministry of Manpower, distinguished speakers, panellists, delegates, members of the corporate and investment community, ladies and gentlemen, good morning.

Thank you SPS Mr Shawn Huang for being our Guest-of-Honour this morning despite of your busy schedule.

On behalf of the Securities Investors Association (Singapore), it gives me great pleasure to welcome all of you to the Corporate Governance Conference 2026.

Our theme this year is Strengthening Investor Trust Board Accountability Across Risk Capital and Disclosure. It is timely because companies are operating in an environment of rapid technological change, geopolitical tension, climate risk and increasingly sophisticated cyberthreats.

Markets move quickly and risks that barely existed a decade ago. Yet I am reminded of the old saying which is:

the more that things change, the more they stay the same.

Even though technology, markets and risks change, the fundamental responsibilities of boards and management do not.

Directors must act honestly, exercise sound judgement, accept responsibility for their decisions and protect the long-term interests of the company and its shareholders.

These duties mattered before artificial intelligence entered the boardroom, and they will still matter when today’s most advanced systems appear primitive.

What the 2026 research tells us

This morning, I would like to place our discussion against the findings of the 2026 Singapore Corporate Governance Award research conducted by the Centre for Governance and Sustainability at NUS Business School.

The study covered 458 publicly listed companies and found that the average corporate governance score rose from 65.6 per cent in 2025 to 66.0 per cent in 2026.

An improvement is welcome, but we should interpret it carefully. The increase was modest and was partly influenced by a shift in the sample towards larger companies, which generally achieve higher scores.

Big-cap companies recorded an average score of 73.2 per cent, compared with 68.1 per cent for mid-cap companies and 64.3 per cent for small-cap companies. Big-cap scores actually declined slightly, while the averages for mid-cap and small-cap companies were unchanged.

The message is therefore not that Singapore has solved corporate governance. It is that progress continues, but slowly, and that the gap between larger and smaller companies remains clear.

Smaller listed companies form the majority of the market and cannot be left behind. Proportionate governance may recognise differences in scale and resources, but proportionate must never mean second-rate.

The research also shows important strengths. Every company disclosed a whistleblowing policy. Almost 99 per cent disclosed the types of material transactions requiring board approval, and 98.5 per cent reported environmental, social and governance topics material to strategy.

More than 94 per cent disclosed an internal review of the sustainability reporting process, while 92.8 per cent disclosed criteria for board appraisal.

These figures show that many basic frameworks are in place. But governance cannot be judged only by whether a policy exists or whether a disclosure appears in an annual report.

The harder question is whether the policy works, whether the board receives independent challenge and whether investors can see evidence that governance influences real decisions.

The weaker areas identified by the research are revealing. Only 4.4 per cent of companies disclosed that an external party was used periodically to evaluate the board or individual directors.

Just 10 per cent disclosed information on succession planning for the board and senior management. Only 21.8 per cent had a fully independent board-level risk committee.

The findings on remuneration are also significant. Only 21 per cent disclosed that the remuneration committee had considered the link between remuneration and risk management, and whether pay structures were aligned with the company’s long-term interests and risk policies.

Only 15.9 per cent disclosed contractual provisions allowing the company to reclaim incentive remuneration from executive directors and key management personnel.

These are not technical details. They go to the heart of accountability. A board may publish evaluation criteria, but an independent external assessment can reveal weaknesses that an internal exercise may miss. A company may describe its people as its greatest asset, but a failure to plan for leadership succession can expose shareholders to serious disruption.

An incentive scheme may reward performance, but if it ignores risk or lacks an effective clawback, it may encourage decisions that produce short-term gains at long-term cost.

Trust is built when shareholders can see that boards test themselves, plan ahead and accept the consequences of failure. It is weakened when disclosure becomes a checklist and difficult questions are answered with general statements.

Artificial intelligence brings this distinction between form and substance into sharper focus.

Companies already use AI to analyse data, improve productivity, serve customers, identify risks and support decisions. We are also hearing more about AI agents and digital workers that can perform tasks previously undertaken by employees.

One of today’s discussions will consider board accountability, registration and investor disclosure for these systems. The governance questions are immediate. Does the board know where AI is used? Who decides what authority an AI agent receives? How are errors, bias and security failures detected? What should investors know about the company’s dependence on AI?

And who is answerable when the system causes harm?

A board cannot say that the algorithm made the decision. Management cannot avoid

responsibility by saying that AI recommended it. The greater the authority given to an

automated system, the stronger the controls, audit trail and human oversight must be.

Technology should never become an excuse for avoiding accountability. Boards should also resist over-reliance on AI. Yes, it can process vast quantities of information and find patterns in seconds, but yes, it can also be confidently wrong.

Its output depends on the quality of its data and instructions. It may miss context, reproduce bias or create an authoritative-sounding falsehood.

The research finding that only 21.8 per cent of companies have a fully independent board-level risk committee deserves attention in this context. Not every company requires the same committee structure, but every board needs a credible way to oversee emerging risks.

As AI becomes embedded in operations, boards must know who owns the risk, how it is monitored and when a human being must intervene.

The same warning applies to investors. AI can help screen companies, compare valuations and summarise annual reports. It cannot abolish investment risk.

Investors must still understand what they are buying, assess the business model and balance sheet, judge management’s credibility and decide whether the price is reasonable.

Use the technology but never surrender your judgement to it.

Trust also depends on communication. The research found that 74 per cent of companies disclosed unfavourable aspects. That is encouraging, but it also means that a meaningful minority may still be reluctant to discuss what has gone wrong.

Investors do not expect companies to be perfect, but they do expect candour.

If a strategy has failed, explain why. If an acquisition has underperformed, state what

assumptions proved wrong and what lessons were learned. If a cyber incident or AI failure has occurred, disclose the material facts promptly and explain the response.

Silence, delay and vague language create suspicion. Clear communication helps investors distinguish an honest setback from a deeper failure of oversight.

Timeliness matters as well. Only 6.8 per cent of companies released detailed AGM notices and explanatory materials at least 28 days before the meeting.

An annual general meeting should be a genuine opportunity for shareholders to prepare, question and hold the board to account. Sending technically compliant material with limited time for review weakens that process.

Engagement is more meaningful when shareholders receive adequate information early enough to use it.

The same principles apply to capital allocation. When directors approve an acquisition, expansion or restructuring, they decide how shareholders’ money will be used.

Boards must challenge the assumptions, examine the downside, identify the point at which an investment will be reconsidered and ask whether they would make the same decision if the money were personally theirs.

Remuneration must support that discipline. If rewards are based mainly on near-term growth, executives may be encouraged to pursue scale without adequate regard for risk or returns.

The research finding that only about one in five companies disclosed alignment between remuneration, risk and long-term interests shows why investors should ask harder questions about incentives.

Sustainability presents a similar issue. Companies scored well on identifying material ESG topics and describing climate-risk processes. Yet only 7.5 per cent disclosed external assurance of their sustainability reports.

Internal review is useful, but independent, external assurance can strengthen confidence in information that increasingly affects strategy, capital allocation and valuation. Ambitious commitments must be supported by credible data, measurable targets and honest reporting on setbacks.

Ladies and gentlemen, the 2026 findings should give us both confidence and urgency. Singapore companies have built many of the policies and disclosure frameworks associated with good governance. The next step is to make those frameworks work more deeply: through independent challenge, serious succession planning, effective risk oversight, better-aligned incentives, timely shareholder communication and credible assurance.

That is how trust is earned. It cannot be generated by an algorithm, inserted into a sustainability report or created by repeating the language of a governance code. It comes from the decisions boards make, the questions they ask and the honesty with which they explain the results.

AI will advance. Geopolitical risks will shift. Climate and cyber threats will evolve. But honesty, integrity, accountability, transparency and responsible stewardship should never become outdated.

Remember that AI can analyse information, but it cannot provide moral leadership.

An algorithm can recommend a course of action, but it cannot accept responsibility for the consequences. Technology can help a board make better decisions; it cannot, by itself, make a board better. That depends on the judgement and courage of the people in the room.

At SIAS, we have always believed that strong capital markets depend on informed investors, responsible companies and boards that remember that shareholders are the owners of the company.

As we discuss AI, geopolitical preparedness, sustainability, capital allocation, disclosure, cyber resilience and media readiness today, let us keep returning to that principle.

The tools will be new, but trust will still rest on conduct. Good governance will still require people to ask difficult questions, communicate honestly and take responsibility. As I said at the start:

The more things change, the more they stay the same.

On that note, I wish everyone a stimulating and productive conference. Thank you, and once again, welcome to the Corporate Governance Conference 2026.