Singapore Exchange (SGX) has set up the three independent Listings Committees to strengthen the listing policy-making and review process, and enhance how Listing Rules are enforced. Public feedback on the establishment of the Committees was sought last year.
Gautam Banerjee will chair the Listings Advisory Committee (LAC) while Eric Ang and Francis Xavier, Senior Counsel (SC) will chair the Listings Disciplinary Committee (LDC) and the Listings Appeals Committee (LApC) respectively. Their appointments were made in consultation with the Monetary Authority of Singapore (MAS).
The LAC enables SGX to draw upon the views of a panel of independent and experienced market professionals who will provide advice on SGX’s listing policies, as well as listing applications to the Mainboard which meet certain referral criteria. The criteria include where novel or unprecedented issues are involved, specialist expertise is required, or matters of public interest are involved.
To improve the governance and compliance standards of the listing space, SGX has also strengthened the range of enforcement actions it can take against companies, directors and executive officers, issue managers, and financial advisors advising on reverse takeover applications, for Listing Rule breaches, and established the LDC and LApC. The LDC and LApC will hear and determine charges and appeals for cases involving more serious breaches and entailing more severe sanctions. These committees will enhance the transparency and independence in the administration of sanctions for such cases. Details on the enhanced disciplinary framework are found here.
“My committee and I look forward to bringing practitioner experience as well as an independent view to SGX’s listing admission process. With the Listings Advisory Committee in place, investors and the overall market will benefit from an even more robust regulatory process and framework in Singapore,” said Gautam Banerjee, chairman of the LAC.
“When companies come to list on an exchange, they owe it to their shareholders to practise high standards of governance. The Listings Disciplinary Committee, which I have the honour to chair, has a key role to play in ensuring this,” said Eric Ang, chairman of the LDC.
“The Listings Appeals Committee complements the Listings Disciplinary Committee by providing an avenue to appeal disciplinary actions individuals or companies may face. Together, the two committees will strengthen the enforcement of SGX Listing Rules for the protection of investors,” said Francis Xavier, SC, chairman of the LApC.
SGX Chief Regulatory Officer Tan Boon Gin said, “SGX’s long-term success depends on our having and maintaining a solid record as a market regulator and operator. How we enforce our rules and our IPO admissions process are of great importance to uphold the quality of the market. The new independent Listings Committees will strengthen the regulatory framework in these two areas.”
A report on listing applications referred to the LAC, including an overview of the issues considered and a summary of advice provided, will be published on the www.SGX.com website every half-year while the other two committees will publish their decisions as and when they become available. All three committees will publish reports annually.
Listings Advisory Committee
Chaired by Gautam Banerjee, chairman of Blackstone Singapore, the LAC consists of 15 members. The deputy chairman of the LAC is Professor Tan Cheng Han, SC, and chairman of the Centre for Law & Business, Faculty of Law at the National University of Singapore.
The LAC members have backgrounds in law, corporate finance, accounting, represent the investment community or have market experience.
Listings Disciplinary Committee
The LDC will be drawn from the existing SGX Disciplinary Committee for hearings brought by SGX to decide on charges for breaches of the Listing Rules. Members sitting on a LDC hearing will have legal, corporate finance, accounting or directorship experience in an issuer listed on SGX.
Eric Ang, Senior Executive Adviser and former Head of Capital Markets at DBS Bank, is the newly appointed co-chairman of the Disciplinary Committee and will chair the LDC when it sits. Lucas Tran, audit partner in KPMG, has been newly appointed to the Disciplinary Committee and will sit on LDC hearings.
Eddie Tan, Regional Treasurer, Asia, in Citibank is the co-chairman of the SGX Disciplinary Committee, while Hamidul Haq, Partner in Rajah & Tann LLP, and Leong Mun Wai, CEO of Timbre Capital Pte Ltd, are the existing deputy chairpersons of the Disciplinary Committee.
To allow the LDC to mete out appropriate sanctions for more serious breaches of the Listing Rules, it has a wider range of enforcement powers compared to SGX, such as the power to issue public reprimands against relevant persons, impose fines against issuers, and order the denial of access to market facilities by issuers.
Listings Appeals Committee
The LApC will draw its members from the existing SGX Appeals Committee for hearings on appeals against decisions made by the LDC or certain decisions made by SGX which may result in the delisting of an issuer. Members sitting on a LApC hearing will have legal, corporate finance, accounting or directorship experience in an issuer listed on SGX.
Francis Xavier, SC, and Regional Head, Dispute Resolution in Rajah & Tann LLP and chairman of the Appeals Committee, will chair the LApC when it sits. Michael Smith, Managing Director and Head of the Asia Pacific real estate investment banking division of Goldman Sachs (Singapore), has been newly appointed to the Appeals Committee and will sit on LApC hearings.
The full list of the members of the LAC, SGX Disciplinary Committee and Appeals Committee are set out in the Appendix.
The committees will be supported by a Secretariat reporting to the chairpersons of the respective committees.
The relevant amendments to the SGX Listing Rules can be found here and will come into effect on 7 October 2015.