Disclose if facts are useful to investors' decision-making: SGX

SGX chief regulatory officer, Mr Tan Boon Gin.
SGX chief regulatory officer, Mr Tan Boon Gin. PHOTO: THE BUSINESS TIMES

Instead of arguing if a piece of information is material and must therefore be disclosed, listed companies can abide by a simple rule, according to the stock market regulator.

"The cardinal rule is: When in doubt, disclose," said Mr Tan Boon Gin, chief regulatory officer of the Singapore Exchange (SGX), in a speech at a seminar yesterday.

"The fundamental determinant of materiality is whether the information will be useful to your investors in making their decisions."

Mr Tan was setting out the regulator's expectations when it comes to corporate disclosures, "in the light of recent events".

He did not refer to any specific company but the SGX has been investigating Swiber Holdings since the firm surprised the market last month by abruptly putting itself under judicial management, begging the question of whether the oilfield services firm made sufficient timely disclosures of projects lost or letters of demand received from creditors.

"Letters of demand can start small, and escalate quickly, because bankers are overexposed to a particular sector and due to cross-defaults on other liabilities such as bonds," noted Mr Tan.

"These may all become material developments that will have an adverse impact on the company's ability to operate as a going concern."

The environment under which a company operates also has a bearing on the materiality of disclosure.

"When the industry is humming along, the macroeconomic environment is stable, and there is no real volatility in your business, what might be considered material could be quite different from information that investors might need when your industry is going through extreme volatility or a protracted down-cycle, such that the financial position of your company is at risk of deteriorating quickly.

"In adverse economic conditions, companies which have had large projects on their order books delayed might need to keep their shareholders informed."

A version of this article appeared in the print edition of The Straits Times on August 17, 2016, with the headline 'Disclose if facts are useful to investors' decision-making: SGX'. Print Edition | Subscribe