Board diversity disclosure
Compulsory disclosure on board diversity presents opportunity for champions to shine
STATE OF BOARD DIVERSITY DISCLOSURE OF SGX-LISTED ISSUERS
Listing Rules on board diversity disclosures came into effect for annual reports for financial years commencing on or after 1 January 2022.
What is the state of reporting of listed issuers in Singapore? What are the views of selected retail, institutional and global investors on the quality of disclosures?
This review – published in November 2023 – covering the board diversity disclosures of 538 issuers listed on SGX found that while 89% have a board diversity policy, disclosures need more detail.
Board diversity disclosure requirements for listed companies
For annual reports for financial years commencing 2022, listed companies are required under the Singapore Exchange Listing Rules 710A to:
- Maintain a board diversity policy that addresses gender, skills and experience, and any other relevant aspects of diversity.
- Describe in its annual report its board diversity policy, including:
- its targets to achieve diversity on its board;
- its accompanying plans and timelines for achieving the targets;
- its progress towards achieving the targets within the timelines; and
- a description of how the combination of skills, talents, experience and diversity of its directors serves the needs and plans of the company.
One Step Ahead
The requirements present an opportunity for champions to shine
Read Mildred Tan’s article, “Compulsory disclosure on board diversity presents opportunity for champions to shine”.
The SGX’s decision to mandate the disclosure of board diversity policies gives corporate governance champions in the market an important opportunity to stand out above the crowd.
A new and welcome challenge now presents itself before stakeholders of the Singapore market: Can we make the best of this opportunity to improve board diversity and raise the quality of corporate governance to achieve better outcomes for companies?
Committed to board Diversity? Now ace its disclosure
The good news: A vast majority of SGX-listed issuers have a board diversity policy and disclose it. The not so good news: Of the issuers that disclosed a board diversity policy as at 31 July 2023, only 41% published targets, only 21% provided plans and timelines, and a mere 11% reported progress made towards their targets. These were some of the findings of a recent joint study by SGX RegCo and Council for Board Diversity.
June Sim, Managing Director, Head Listing Compliance, SGX RegCo, offers a few tips on moving past boilerplate statements so that the disclosures offer stakeholders insights into how a firm’s board diversity policy furthers its strategic ambitions:
- Board diversity disclosures be contextualised to the business strategy and needs, which include presenting the rationale behind the aspects of diversity included in the board diversity policy.
- Use a skills matrix to effectively communicate the existing board make-up, tying back to the areas of focus within the board diversity policy. Furthermore, disclose the proactive steps being taken to address gaps in the board mix.
- Make the ambitions of the board diversity policy concrete through clear targets, plans, and timelines, as well as communicate year-on-year progress made towards achieving these goals.
- The setting of plans and timelines are closely linked to targets, and should be carried out sooner rather than later in order to enable progress towards better board diversity. Doing so makes a listed issuer’s commitments more tangible and demonstrates to investors and stakeholders that board diversity is being taken seriously.
- In addition, the expectations of investors should be considered as a signal for even further acceleration in these areas.
One Step Ahead
SGX RegCo CEO shares his views on board diversity disclosure
“Many stakeholders, including investors, are increasingly viewing board diversity as a business imperative in today’s competitive landscape,” says Tan Boon Gin. Addressing boards’ questions relating to SGX rules on board diversity, he shared ideas on
- What diversity targets should look like
- How to find candidates with attributes relevant to the board’s diversity targets
- How a diverse board can get along and function effectively
Read practical ideas organisations can adopt to improve board diversity.
Good practice guides for making board diversity disclosures
The PwC Guide “Board diversity disclosures in Singapore: From intent to outcomes” explores how Singapore companies fare in their board diversity disclosures and recommends ways that they can improve:
- Set measurable diversity goals and targets to reinforce trust and accountability in companies’ promise to enhance board diversity and spur further actions to meet the targets set.
- Include definitive action plans towards meeting diversity goals and targets.
- Review system for monitoring progress and development of diversity within the company.
- Review and enhance company’s board diversity policy on an annual basis to ensure it remains relevant with the companies’ overall Inclusion & Diversity strategies.
- Expand the disclosure of company’s diversity beyond the board.
- Explain in a clear and transparent manner why a company does not have a board diversity policy.
Click here to read the full guide.
(See page 14 for more details on the recommendations.)
PwC released two earlier reports on how companies can enhance their board diversity disclosures:
The 2022 SGX Corporate Governance Code Disclosure Survey Report* also includes samples of leading disclosures on Board Renewal and tenure policy, Board Skills Matrix and Board Diversity policy (on pages 70 – 73).
*This study was done prior to the effective date of the board diversity disclosure requirement added into the SGX Listing Rules.
