Ms Pamela Chen
Head of Internal Auditpamelachen@nexiats.com.sg
Prior to this, almost 600 out of 850 companies listed had to file quarterly financial reports. Quarterly reporting in the past adopted a size-based approach which not only was seen as added compliance costs and time costs, but as well not value adding as what it should be, thus leaving companies with minimal focus on what matters most.
Under the new approach, a company only has to undertake QR if it does not have clean audit opinions or face financial and regulatory compliance issues. SGX has since released a list of some 100 companies which are required to continue with QR, and this list will be reviewed on a quarterly basis. Otherwise, companies are only required to do semi-annual reporting.
By doing away with QR, companies who are compliant with good disclosure practices will be able to focus on longer term visions and corporate strategies including but not limited to business and corporate sustainability. One such benefit will be having more resources available to focus on the building blocks of long-term growth in good corporate governance and sustainability such as internal controls and risk management rather than working with quarterly earnings reports in mind.
Since the onset of COVID-19 outbreak, companies have been affected in many ways and the emphasis is now being placed in ensuring adequate business continuity plans are implemented, and the risks to business sustainability are addressed. Such change in QR requirements is apt in a situation like this which allows companies to allocate more resources to address risks related to business strategy and continuity.
Companies affected by the outbreak are granted extensions to their financial year end reporting as well. The prolonged crisis has also elevated the need to revisit business continuity plans, risk management policies and control measures to ensure business sustainability in a climate like this.
With the alleviation of QR, it is a good time for companies to review existing risk management policies to include additional measures to cope with threats such as terrorism, cyberattacks and the recent health pandemic. The crisis management team will therefore have more time to investigate root causes and implement appropriate rectification measures to right the wrong.
Whilst companies with a larger market capitalisation may encounter more risks as a result of their size, smaller companies who have been under the radar before this change are equally exposed to similar risks, if not more. The lack of resources are often the deterrence to ensure the effectiveness of internal controls. Of course, for companies like these, the removal of a quarterly communication channel may, as a result, erode trust and form a disconnect between the investors and companies. Semi-annual reporting will mean that investors have lesser information to deliberate so as to make decisions and have lesser confidence to trade and reduce liquidity.
So what will be the impetus for those companies identified to continue with mandatory quarterly reporting? Having to maintain QR on one hand also means the ability to enhance disclosure requirements to steer these companies in the direction of focusing on what is important and recalibrating their strategy and internal controls, thus strengthening shortfalls or lapses within the company. This will, in fact, deepen trust and confidence towards greater transparency and accountability between the investors and the companies.
According to the Code of Corporate Governance 2018, directors are required to attend and actively participate in Board and Board Committee meetings whereby such meetings are disclosed in the annual report. With this, even with the removal of QR requirements, what remains unchanged are that directors who are collectively responsible for the long-term success of the company will still be required to conduct periodic meetings. The disclosure-based regime calls for a timelier update and information on the progress of company provided to them.
The key development in this climate of providing voluntary updates aims to strengthen good corporate governance and accountability regardless of the time frame required for disclosures. According to recommendations by the Corporate Governance Advisory Committee, an industry-led body set up by the Monetary Authority of Singapore to advocate good corporate governance practices among listed companies, “Providing voluntary updates may include market trends that could materially affect the performance and progress of its strategic and long-term goals”.
The Boards and management teams of these companies will then have more resources, including time, to engage professionals to review their risk management policies and internal controls over disclosures to ensure transparency and accountability in their numbers and ensuring disclosures relating to key business decisions to their investors are made.
Investors may not be actually worse off if companies disclose material information as and when it occurs and with more resources available, companies will be able to make meaningful disclosures and focus on improving their internal processes and making strategic decisions instead of short term speculations, which will resolve the disparity of information available to management and investors.
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