SGX to listed companies: When in doubt, disclose

Chief regulatory officer of Singapore Exchange Tan Boon Gin.
Chief regulatory officer of Singapore Exchange Tan Boon Gin.PHOTO: THE BUSINESS TIMES

SINGAPORE - Instead of arguing if a piece of information is material and must therefore be disclosed, listed companies can abide by a simpler rule, their regulator pointed out on Tuesday (Aug 16).

"The cardinal rule is - when in doubt, disclose," said Mr Tan Boon Gin, chief regulatory officer of the Singapore Exchange, in a speech during a seminar on Tuesday.

"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 light of recent events".

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

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

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

Mr Tan also stressed that being forthcoming with disclosures is more important in times of economic uncertainty.

He said: "When the industry is humming along, the macro-economic environment is stable, and there is no real volatility in your business, what might be considered material could be quite different from information 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."