ESG Litigation Guide

Singapore

Governance

Social policy

In force

All employers in Singapore

The five principles of the Tripartite Guidelines on Fair Employment Practices are:

  1. recruit and select employees on the basis of merit, and regardless of age, race, gender, religion, marital status and family responsibilities, or disability;
  2. treat employees fairly and with respect and implement progressive human resource management systems;
  3. provide employees with equal opportunity to be considered for training and development based on their strengths and needs to help them achieve their full potential;
  4. reward employees fairly based on their ability, performance, contribution and experience; and
  5. abide by labour laws and adopt the Tripartite Guidelines on Fair Employment Practices.
Governance

Social policy

In force

Employers that hire workers in Singapore.

Employers that hire workers are subject to the PWM for their resident (Singapore citizens and Singapore permanent residents) employees.

The PWM sets wage standards (including minimum monthly wages) and career progression pathways for workers in specific sectors, all with the aim of raising wages and productivity. The PWM applies to Singapore resident workers in the cleaning, security, landscape, lift and escalator, retail, food services, administration, driving and waste management sectors. 

Governance

Corporate Governance Policy, non-financial reporting

In force

Any listed entity with a primary listing on the mainboard and catalist of the Singapore stock exchange (SGX-ST).

All issuers must maintain a board diversity policy that addresses gender, skills and experience, and any other relevant aspects of diversity.

Such board diversity policy must be included in the annual report of an issuer and must contain:

  1. the issuer’s targets to achieve diversity on its board;
  2. the issuer’s accompanying plans and timelines for achieving the targets;
  3. the issuer’s progress towards achieving the targets within the timelines; and
  4. a description of how the combination of skills, talents, experience and diversity of its directors serves the needs and plans of the issuer.
Governance

Non-financial reporting

In force

Various entities regulated by the MAS, including:

  1. Licensed insurers (Notice 123);
  2. registered insurance brokers (Notice 505);
  3. banks (Notice 641);
  4. finance companies (Notice 828);
  5. icensed financial advisers (Notice FAA-N17);
  6. licensed trust companies and private trust companies exempt from licensing (Notice TCA-N04);
  7. payment service providers (Notice PSN-03);
  8. financial institutions (excluding money brokers) (Notice 1112); and
  9. capital markets services licensees; registered fund management companies; approved trustees; approved exchanges; licensed trade repositories; approved clearing houses; recognised market operators which are incorporated in Singapore; and recognised clearing house operators which are incorporated in Singapore (Notice CMG-N01).

These notices require the relevant entities to lodge Form F1 with the MAS within 5 working days after the discovery of any suspicious activities and incidents of fraud, where such activities or incidents are material to the safety, soundness or reputation of the relevant entity.

For the avoidance of doubt, a relevant entity shall still file suspicious transaction reports to the Suspicious Transaction Reporting Officer, at the Commercial Affairs Department of the Singapore Police Force, as required under the various relevant Prevention of Money Laundering and Countering the Financing of Terrorism Notices applicable to it, and/or other applicable law.

For incidents of fraud, a relevant entity should lodge a police report and submit it to the MAS a copy of the report. Where the relevant entity has not lodged a police report, it should notify the MAS of the reasons for its decision.

Governance

Governance Policy

In force; last amended on 11 January 2023

Listed companies (mandatory) and private companies (voluntary)

The Code provides a set of 13 principles for companies to adhere to in order to ensure high standards of corporate governance. These principles relate to board matters, remuneration matters, accountability and audit and communication with shareholders: The key principles encouraged are:

  1. The Board has an appropriate level of independent and diversity of thought and background in its composition
  2. Remuneration of the board and management to be appropriate and proportionate to the sustained performance and value creation of the company. In addition, every company should be transparent on its remuneration policies and the procedure for setting remuneration.
  3. The Board is responsible for the governance of risk and ensures that management maintains a sound system of risk management and internal controls to safeguard the interests of the company and its shareholders.
  4. The Board has an audit committee which reviews significant financial reporting issues and judgments and reviews the policy and arrangements for concerns about possible improprieties in financial reporting
  5. Companies are to disclose publicly and communicate clearly to employees, the existence of a whilst blowing policy and procedures for raising any such concerns;
  6. Companies are to have in place an investor relation policy that provides for a continuing exchange of views in order to ensure active engagement and regular communication with shareholders. Companies must give shareholders a balanced and understandable assessment of its performance, position and prospects.

Listed companies are expected to comply with the provisions of the Code and variations from the Code’s principles. If a listed company fails to comply with any provisions of the Code, it must explicitly state, in its annual report, the provision from which it has varied together with the reason for variation and how the practices it has adopted remain consistent with the intent of the relevant principle.

Governance

Non-financial reporting

In force

Various entities regulated by the MAS including:

  1. Specified payment services (Notice PSN01);
  2. financial institutions dealing in precious stones and precious metals (Notice PSM-N01);
  3. trust companies (Notice TCA-N03);
  4. approved trustees (Notice SFA 13-N01);
  5. capital markets intermediaries (Notice SFA 04-N02);
  6. the Central Depositary System (Notice SFA 03AA-N01);
  7. banks (Notice 626);
  8. credit card or charge card licensees (Notice 626A);
  9. financial advisers (Notice FAA-N06);
  10. life insurers (Notice 314);
  11. finance companies (Notice 824);
  12. merchant banks (Notice 1014);
  13. digital payment token service (Notice PSN02);  and
  14. variable capital companies (Notice VCC-N01).

These MAS notices set out the requirements for the relevant entities to put in place robust controls to detect and deter the flow of illicit funds through Singapore’s financial system and to guard against money laundering and terrorism financing. 

Governance

Non-financial reporting

In force

  1. capital markets services licensees (excluding venture capital fund managers), (b) exempt futures brokers and exempt over-the-counter derivatives brokers; and (c) banks, merchant banks, finance companies and insurers, that have entered into cross-border arrangements with their FRCs (as defined in the Securities and Futures (Exemption for Cross-Border Arrangements) (Foreign Related Corporations) Regulations 2021 (the “SF(ECBA)(FRC)R”)) to conduct regulated activities under the Securities and Futures Act 2001 (Notice SFA 04-N19);
  2. capital markets services licensees (excluding venture capital fund managers); (b) exempt futures brokers and exempt over-the-counter derivatives brokers; and (c) banks, merchant banks, finance companies and insurers, that have entered into a cross-border arrangement with their FOs (as defined in the Securities and Futures (Exemption for Cross-Border Arrangements) (Foreign Offices) Regulations 2021 (the “SF(ECBA)(FO)R”)) to conduct regulated activities under the Securities and Futures Act 2001 (Notice SFA 04-N20);
  3. licensed financial advisers; and (b) capital markets services licensees, banks, merchant banks, finance companies and insurers, that have entered into cross-border arrangements with their FRCs (as defined in the Financial Advisers (Exemption for Cross-Border Arrangements) (Foreign Related Corporations) Regulations 2021 (the “FA(ECBA)(FRC)R”)) to provide any financial advisory service (other than advising others by issuing or promulgating research analyses or research reports) under the Financial Advisers Act 2001 (Notice FAA-N24); and
  4. licensed financial advisers, and (b) capital markets services licensees, banks, merchant banks, finance companies and insurers that have entered into cross-border arrangements with their FOs (as defined in the Financial Advisers (Exemption for Cross-Border Arrangements) (Foreign Offices) Regulations 2021 (the “FA(ECBA)(FO)R”)) to provide any financial advisory service (other than advising others by issuing or promulgating research analyses or research reports) under the Financial Advisers Act 2001 (Notice FAA-N25).

These MAS notices set out the ongoing requirements for the relevant entities in relation to their cross-border arrangements (as defined in the SF(ECBA)(FRC)R / SF(ECBA)(FO)R / FA(ECBA)(FRC)R / FA(ECBA)(FO)R)  to ensure that there are adequate  internal policies, procedures and controls, for ensuring that the performance of customer due diligence measures by their overseas offices/overseas related corporations, in respect of customers pertaining to qualifying businesses carried out by such overseas offices/overseas related corporations in reliance on the relevant exemptions in the SF(ECBA)(FRC)R / SF(ECBA)(FO)R / FA(ECBA)(FRC)R / FA(ECBA)(FO)R), is consistent with the requirements set out under the relevant AML/CFT Notice applicable to the relevant entities.

Governance

Corporate Governance Policy

In force

Any person in Singapore, and citizens of Singapore, outside as well as within Singapore

The offences and penalties under the PCA are listed out in Part 3 (sections 5 – 14) of the PCA. The main operative provisions for the offences and penalties are Section 5 (Punishment for Corruption) and Section 6 (Punishment for Corrupt Transactions with Agents) which prohibit bribery in general.

Section 5 makes it an offence for any person who by himself or by or in conjunction with any other person:

  • corruptly solicit or receive, or agree to receive for himself, or for any other person, any gratification as an inducement to or reward for or otherwise on account of (i) any person doing or forbearing to do anything in respect  of any matter or transaction whatsoever, actual or proposed; or (ii) any member, officer or servant of a public body doing or forbearing to do anything in respect of any matter or transaction whatsoever, actual or proposed, in which such public body is concerned; or
  • corruptly give, promise or offer to any person whether for the benefit of that person or of another person, any gratification as an inducement to or reward for, or otherwise on account of (i) any person doing or forbearing to do anything in respect of any matter or transaction whatsoever, actual or proposed; or (ii) any member, officer or servant of a public body doing or forbearing to do anything in respect of any matter or transaction whatsoever, actual or proposed, in which such public body is concerned.

A person found guilty of an offence under Section 5 of the PCA shall be liable to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 5 years or to both.

Pursuant to Section 6, if:

  1. any agent corruptly accepts or obtains, or agrees to accept or attempts to obtain, from any person, for himself or for any other person, any gratification as an inducement or reward for doing or forbearing to do, or for having done or forborne to do, any act in relation to his principal’s affairs or business, or for showing or forbearing to show favour or disfavour to any person in relation to his principal’s affairs or business;
  2. any person corruptly gives or agrees to give or offers any gratification to any agent as an inducement or reward for doing or forbearing to do, or for having done or forborne to do any act in relation to his principal’s affairs or business, or for showing or forbearing to show favour or disfavour to any person in relation to his principal’s affairs or business; or
  3. any person knowingly gives to an agent, or if an agent knowingly uses with intent to deceive his principal, any receipt, account or other document in respect of which the principal is interested, and which contains any statement which is false or erroneous or defective in any material particular, and which to his knowledge is intended to mislead the principal,he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 5 years or to both.
Environmental

Environmental Policy

In force

Any industrial facility emitting direct greenhouse gas (GHG) emissions equal to or above 2,000 tCO2e annually  

From the financial year commencing on April 1, 2022, it is mandatory for such companies to file a Business Responsibility Report reflecting disclosures relating to environmental compliances (energy consumption, water withdrawal, air emissions, waste management, sustainable sourcing), social parameters (well-being of employees, quantifying gender and social diversity, performance and career development policies, accessibility of workplaces, equal opportunity), governance policies (anti-corruption, anti-bribery, training and awareness programs) etc.

Environmental

Environmental Policy

In force

Any listed entity with a primary listing on the Singapore stock exchange (SGX-ST)

Sustainability Report for Listed Companies:

Any issuer with a primary listing on the exchange shall issue a sustainability report for each financial year, no later than four (4) months after the end of the financial year, or where the issuer has conducted external assurance on the sustainability report, no later than five (5) months after the end of the financial year.

Sustainability reports will be mandatory in the: (1) financial, (2) agriculture, food and forest products, and (3) energy industries from FY 2023, and mandatory in the (4) materials and buildings, and (5) transportation industries from FY 2024. For other issuers, climate reporting is on a "comply or explain" basis.

The sustainability report should contain the following:

  1. ESG factors which are material to the listed entity;
  2. climate-related disclosures, climate risks and opportunities;
  3. the issuer's policies, practices and performance in relation to the material ESG factors identified;
  4. the sustainability report should set out the issuer's targets for the forthcoming year in relation to each material ESG factor identified;
  5. the issuer should select an established sustainability reporting framework to guide its reporting and disclosure; and
  6. a statement of the Board that it has considered sustainability issues and overseen the management and monitoring of the material ESG factors.

Find out more:

SGX Listing Rule 711A 

SGX mandates climate and board diversity disclosures - Singapore Exchange

Environmental

Environmental Policy

In force

Any listed entity with a primary listing on the Singapore stock exchange (SGX-ST)  

Sustainability Training for Directors of Listed Companies:

All directors of issuers with a primary listing on the SGX-ST must ensure their directors undergo a mandatory training session on their roles and responsibilities as a director, which includes training on sustainability matters. If the issuer's nominating committee is of the view that training is not required because the director has expertise in sustainability matters, the basis of its assessment must be disclosed.

Issuers will be required to provide a confirmation that their directors have attended such sustainability training in their first sustainability reports on or after FY 2022.

Environmental

Environmental Policy

In force

Businesses which produce packaging and packaged products, electrical or electronic products; commercial and industrial businesses handling food.

Resource Sustainability Management:

The Resource Sustainability Act is intended to sustainably manage electronic waste, packaging waste and food waste.

The Resource Sustainability Act imposes various obligations on a broad spectrum of companies, including product manufacturers, importers, retailers, building developers and construction firms

Some important obligations are that specified companies shall:

  1. be licensed with the National Environment Agency under a producer responsibility scheme;
  2. collect and recycle e-waste;
  3. report on the amounts and types of packaging they introduce into the market, and plans to reduce, reuse and recycle them;
  4. segregate food waste for treatment; and
  5. allocate sufficient space in new buildings for on-site food waste treatment.
Environmental

Environmental Policy

In force

Energy intensive companies in the following industry sectors:  manufacturing, specified air-conditioning suppliers, water supply, sewage and waste management.

Energy Management for Energy Intensive Companies:

A corporation is a 'registrable corporation' if it has control over a single site which uses more than 54TJ annually and belongs to one of the following sectors: manufacturing, specified air-conditioning suppliers, water supply, sewage and waste management.

Registered corporations will need to implement the following energy management practices: (i) appoint an energy manager; (ii) monitor and report energy use and greenhouse gas emissions annually; (iii) submit energy efficiency improvement plans annually; (iv) submit an energy efficiency opportunities assessment report; and (v) implement an energy management system, and either submit a periodic energy management system report or an ISO 50001 certificate.

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