Duties of Directors Fundraising

Background SGX RegCo had on 5 May 2022 issued an article in the Regulator’s Column on its expectations of directors under the Listing Rules. These expectations are consistent with the expected duties of the directors as set out in the Companies Act 1967. While carrying out their duties, directors of SGX-listed companies should also note their statutory duties together with their obligations under the Listing Rules. Below sets out the expectations of the directors’ duties under the Listing Rules.

1. Duty to act in good faith and in the best interests of the company Rule 103(6) of the SGX Catalist Rules Directors of an issuer shall act in the interests of shareholders as a whole. Rule 406(3) of the SGX Catalist Rules Requires directors and management to have the necessary character and integrity. Securities and Futures Act 2001 & the Business Trust Act 2004 The manager of an authorised real estate investment trust and the trustee-manager of a registered business trust has a duty to act in the interests of all the participants of the authorised real estate investment trust as a whole and all the unitholders of the registered business trust as a whole respectively. • Directors are expected to exercise judgements on the commercial merits of corporate transactions. And decisions arrived at must be made in good faith, on a rational basis and in in the best interest of the company. • SGX RegCo does not seek to exercise judgement on the commercial merits of transactions undertaken by companies. However, SGX RegCo will consider stakeholders’ concerns and, where appropriate, query companies to provide more transparency in their business decisions so that shareholders can make an informed investment or voting decision on the company. • In exercising this duty, directors are also expected to consider the environmental, social and governance (“ESG”) factors as this may affect the sustainability of the business and operations of the company.