Enhanced SGX RegCo Disclosure Requirements On Remuneration, Dividend Policy And Investor Relations

On 23 September 2026, Singapore Exchange Regulation (SGX RegCo) issued a response paper and news release announcing amendments to the Listing Rules to require enhanced disclosures on remuneration, dividend policies and investor relations (IR). The amendments follow a consultation paper issued on 22 April 2026, titled “Enhanced Disclosures: Value Creation and Investor Engagement” (Consultation), which closed on 22 May 2026.

Implementation

The amendments to the Listing Rules will take effect on 1 January 2027. The requirements to maintain an IR policy (new Listing Rule 710B(1)), maintain a dividend policy (new Listing Rule 710C(1)) and maintain a website for engagement with shareholders (new Listing Rule 710D), together with the amendments to Mainboard Practice Note 7.5 and Catalist Practice Note 7E, and the introduction of new Mainboard Practice Note 7.8 and new Catalist Practice Note 7H, will apply to all issuers from 1 January 2027.

The amendments requiring additional descriptions or disclosures in annual reports (Listing Rules 710B(2), 710C(2) and 710C(3), Mainboard Rule 1207(10E) and Catalist Rule 1204(10E)) will apply only to annual reports in respect of financial years (FYs) commencing on or after 1 January 2027. The first batch of annual reports containing the new additional disclosures would likely be those issued in 2028. SGX RegCo encourages early adoption of these requirements.

According to SGX RegCo, the changes are meant to foster a value creation culture among listed issuers. Most Singapore issuers have baseline standards in place, in line with the Code of Corporate Governance. The new rules target specific communication gaps and are aimed at elevating disclosure quality.

At a glance

• Annual reports for FYs commencing on or after 1 January 2027 must describe the key financial and non-financial performance indicators (KPIs) used to determine the remuneration of executive directors and executive officers, and how these KPIs align with the issuer’s long-term value creation objectives. Where there are material changes to the KPIs from the immediately preceding FY, the issuer must explain the reasons for such changes.
• Issuers must maintain a dividend policy and describe it in their annual reports. Where the recommended or declared dividend for an FY deviates from the dividend policy described in the annual report for the immediately preceding FY, issuers must explain the reasons for the deviation.
• Issuers must maintain a website for engagement with shareholders. A standalone website is not required; a dedicated investor engagement section within the issuer’s existing website will suffice.
• Issuers must maintain an IR policy, which must provide the channels used to engage with shareholders, including the mechanisms for shareholders to contact the issuer. In their annual reports, issuers must describe their IR policy, disclose the website address through which shareholders may access the IR policy, and describe the key activities undertaken during the FY to engage with shareholders.

We highlight below the key features of the response paper and news release.

Factors Determining Remuneration

SGX RegCo will implement the requirement for issuers to describe in their annual reports the KPIs used to determine the remuneration of executive directors and executive officers, and how these KPIs align with the issuer’s long-term value creation objectives.

The new requirement is not intended to require disclosure of specific thresholds or targets for awards to vest, or relative weightings. Issuers have the discretion to calibrate the level of detail in their KPI description, provided that the description adequately conveys the nature of each indicator and what it measures. Issuers should be guided by the policy intent that descriptions must be sufficiently meaningful to enable investors to assess the appropriateness of each KPI against the issuer’s strategy and long-term value creation objectives. A generic statement that remuneration is determined by reference to financial and non-financial measures, without identifying the KPIs, would not satisfy the rule.

Issuers are not required to attribute specific KPIs to individual executive directors or executive officers. Issuers may describe the KPIs on an aggregate basis if they apply to executive directors and executive officers as a group. Where the KPIs applicable to different executives or categories of executives differ materially, issuers should consider whether an aggregated description remains meaningful, and whether describing the KPIs by category would better serve investors’ understanding.

In describing how KPIs link to an issuer’s long-term value creation objectives, each KPI need not be individually addressed. Issuers may explain how all the KPIs, taken together, align with the issuer’s longterm value creation objectives. The level of detail adopted must allow investors to understand the linkage.

SGX RegCo does not propose to extend the requirement to non-executive directors, including independent directors, given that their remuneration is typically structured as a base retainer with additional fees for committees, meetings or appointments.

Whether a change to KPIs is sufficiently material to require disclosure is a matter for the issuer’s board, having regard to what investors would generally consider as material for assessing how and whether the remuneration framework supports long-term value creation. A material change would include, for example, the substitution of one KPI for another that measures a substantially different aspect of performance, or changes to KPIs that arise from changes to business priorities or corporate strategies.

Dividend Policy

SGX RegCo will proceed with the requirement for issuers to maintain a dividend policy and describe it in their annual reports. The requirement does not prescribe any specific dividend approach, payout ratio or target. Where issuers, including those in a growth or expansion phase, intend to retain capital for growth or other business needs, they may articulate this in the dividend policy.

The requirement sets a baseline standard for disclosure, while leaving issuers to exercise judgement in providing information that is appropriate to their circumstances and useful to investors.

Listing Rule 710C expressly contemplates departures from the disclosed policy. Where the dividend recommended or declared in respect of an FY departs from the disclosed policy, Listing Rule 710C requires only that the issuer explain the reasons for the departure in its annual report. Boards remain free to revise their dividend policies as the issuer’s strategy or operating conditions evolve. Listing Rule 710C(3) provides that any deviation is to be assessed against the policy described in the issuer’s annual report for the immediately preceding FY.

SGX RegCo will share feedback on broader capital management disclosures with the Corporate Governance Advisory Committee (CGAC) to discuss whether such disclosures should be recommended and, if so, whether they should be included under the Code of Corporate Governance or the Listing Rules.

Website for Investor Engagement

SGX RegCo will proceed with the requirement for issuers to maintain a website for engagement with shareholders. This requirement does not necessitate the maintenance of a standalone website and may be satisfied through a dedicated investor engagement section within an issuer’s existing website.

Issuers are encouraged to publish on their websites the information and documents set out in the new Practice Note 7.8 of the Mainboard Rules and the new Practice Note 7H of the Catalist Rules (collectively, New Practice Notes). An issuer’s website for engagement with shareholders may include the following information and documents, which should be kept updated in a timely manner:

1. The issuer’s latest annual report;
2. The issuer’s latest sustainability report;
3. The minutes of the issuer’s most recent general meeting;
4. The issuer’s board diversity policy, IR policy and dividend policy;
5. The contact information of the issuer;
6. The presentation materials of the most recent results briefing and investor day;
7. The calendar of upcoming shareholder engagement events; and
8. The issuer’s constitutive documents.

If any substantial and relevant questions are raised on the information and documents, the Board and management should ensure that these are addressed. Issuers are also encouraged to provide, where appropriate, a description of any meaningful investor feedback received and how such feedback has been considered or incorporated into its decision-making.

SGXNET remains the primary channel through which issuers disseminate material information to the market. Issuers should continue to ensure that material information is announced on SGXNET in accordance with the continuing disclosure framework, before or at the same time as such information is made available on their websites.

Investor Relations Policy

SGX RegCo will proceed with the requirement for issuers to maintain and publish an IR policy. At a minimum, the IR policy must set out the channels through which the issuer communicates with investors, including the mechanisms by which investors may contact the issuer.

Save for the above, SGX RegCo will not prescribe further content. However, an issuer’s IR policy must, overall, be one that serves to facilitate regular, effective and fair communication with shareholders. Issuers should consider what further matters their policies should address, including those set out in the New Practice Notes, such as:

1. The authorised spokespersons and contact persons;
2. The issuer’s approach to requests from shareholders for meetings with executive officers or independent directors;
3. The expected response timelines for shareholder queries;
4. How the issuer determines participants for engagements; and
5. How key investor materials may be accessed.

Issuers must also describe in their annual reports the key activities undertaken during the FY to engage with shareholders. SGX RegCo has refined the new Listing Rule 710B(2)(c), so that only key activities need to be disclosed, instead of an exhaustive list. SGX RegCo does not expect, and has not required, that issuers achieve a particular frequency or volume of investor engagement. The focus of the requirement is on the meaningful engagement efforts of the issuer in its circumstances.

While proactive investor engagement is encouraged, it must be conducted in a manner that preserves a level playing field and does not give rise to selective disclosure. Consistent with Practice Note 7.1 of the Mainboard Rules and Practice Note 7A of the Catalist Rules, issuers should have policies in place to minimise the risk of being perceived to be practising selective disclosure through their investor engagement activities. If material information is inadvertently disclosed to a select group, the issuer must promptly disseminate the same information publicly through SGXNET.