I OVERVIEW OF GOVERNANCE REGIME

The Singapore corporate governance regulatory framework is contained in certain mandatory rules, comprising mainly of the Companies Act (CA), the Securities and Futures Act (SFA) and, in respect of companies listed on the Singapore Exchange (SGX), the Listing Manual, and best practice recommendations as primarily set out in the form of the Code of Corporate Governance (Code) and the accompanying Practice Guidance issued by the Monetary Authority of Singapore (MAS).

The CA is the principal piece of legislation that applies to all companies (both private and public) incorporated in Singapore and, in some limited instances, to foreign corporations with business operations in Singapore.

Entities listed on the SGX are also subject to continuing obligations in the form of listing rules in the Listing Manual. Such rules include requirements on the manner in which securities are to be offered, regulate transactions with interested persons and prescribe the disclosure obligations of listed issuers. The principal function of these rules is to provide a fair, orderly and transparent market for the trading of securities.

The SFA enforces the disclosure requirements of the Listing Manual by making it an offence for a listed company to intentionally or recklessly fail to meet its disclosure obligations under the Listing Manual.2 In the case of a negligent failure, a listed company may be subject to civil penalties and liabilities pursuant to the SFA.3

In addition, in the case of companies listed on the SGX, the SFA empowers the SGX to apply to the courts for a court order to enforce compliance with the listing rules.4 The SFA also prescribes the statutory prospectus requirements and the disclosure obligations of directors, chief executive officers (CEOs) and substantial shareholders of a listed company in relation to their interests in securities.

The listings and enforcement framework for listed companies has been further enhanced since 2015 with SGX's establishment of three independent committees (namely the Listings Advisory Committee, the Listings Disciplinary Committee and the Listings Appeals Committee), and amendments to the Listing Manual to empower the SGX to impose a greater range of sanctions. Under the enhanced enforcement framework, the SGX has the authority to impose sanctions, such as issuing fines to a listed company of an amount not exceeding S$250,000 per contravention (subject to a maximum of S$1 million per hearing for multiple charges), requiring a listed company to implement an effective education or compliance programme, requiring a listed company's directors or executive officers to undertake a mandatory education or training programme, and requiring the resignation of a director or executive officer.5

The Code was first introduced in Singapore in March 2001, and was revised in 2005, 2012 and 2018. The Code provides principles and provisions designed to support compliance with the said principles to listed companies and their boards with the aim of encouraging a high standard of corporate governance. Under the latest iteration of the Code's comply or explain approach, listed companies are expected to comply with the provisions in the Code, and variations from the provisions are acceptable to the extent that companies explicitly state and explain how their practices are consistent with the aim and philosophy of the relevant principle underlying such provision. Under the Listing Manual, a listed company must comply with the principles of the Code. Where a listed company's practices vary from any provisions of the Code, it must explicitly state, in its annual report, the provision from which it has varied, explain the reason for variation and explain how the practices it has adopted are consistent with the intent of the relevant principle. The MAS has also issued accompanying Practice Guidance that complements the Code by providing guidance on the application of the principles and provisions and setting out best practices for companies. Adoption of the Practice Guidance is voluntary.

The revised 2018 Code applies with effect to annual reports covering financial years commencing from 1 January 2019.

This chapter explores the key features of these rules and regulations from a corporate governance perspective. Financial institutions such as banks, insurers and finance holding companies have their own sets of corporate governance guidelines issued by the MAS, which are not addressed in this chapter.

II CORPORATE LEADERSHIP

i Board structure and practices

Singapore companies have a single-tier board of directors where the role of the board is governed by the constitutional documents of the company and by statute. In particular, Section 157A of the CA provides that the business of a company shall be managed by, or be under the direction or supervision of, the directors; and that the directors may exercise all the powers of a company, except for any power that the CA or the constitution of the company requires the company to exercise at a general meeting of shareholders.

The Practice Guidance provides that the board's role is to:

  1. provide entrepreneurial leadership, and set strategic objectives, which should include appropriate focus on value creation, innovation and sustainability;
  2. ensure that the necessary resources are in place for the company to meet its strategic objectives;
  3. establish and maintain a sound risk management framework to effectively monitor and manage risks, and to achieve an appropriate balance between risks and company performance;
  4. constructively challenge management and review its performance;
  5. instil an ethical corporate culture, and ensure that the company's values, standards, policies and practices are consistent with that culture; and
  6. ensure transparency and accountability to key stakeholder groups.6

The Listing Manual requires a listed company's board to have at least two non-executive directors who are independent and free of any material business and financial connection with the listed company.7 In addition, the latest iteration of the Code provides that non-executive directors are to make up a majority of the board,8 and independent directors should make up at least one-third of the board.9 Where the chairperson is not an independent director, the independent directors are to make up the majority of the board.10 The Code defines an independent director as one who is independent in conduct, character and judgement, and has no relationship with the company, its related corporations, its substantial shareholders11 or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director's independent business judgement in the best interests of the company.12

The chairperson and the CEO are to be separate persons to ensure an appropriate balance of power, increased accountability and greater capacity of the board for independent decision-making.13 The relationship between the chairperson and the CEO of a listed company must be disclosed if they are immediate family members.14

The Practice Guidance provides that the chairperson's overall role is to lead and ensure the effectiveness of the board, which includes15 promoting a culture of openness and debate at the board; facilitating the effective contribution of all directors; and promoting high standards of corporate governance.

Externally, the chairperson is the face of the board, and should ensure effective communication with shareholders and stakeholders. Within the company, the chairperson should ensure appropriate relations within the board, and between the board and management, in particular between the board and the CEO. In the boardroom, the chairperson's responsibilities range from setting the board agenda and conducting effective board meetings to ensuring that the culture in the boardroom promotes open interaction and contributions by all.16

It should be noted that the definition of a director in the CA includes 'a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act': that is, a shadow director.

Committees to be established by the board

The Listing Manual requires that a listed company establish one or more committees as may be necessary to perform the functions of an audit committee, a nominating committee and a remuneration committee, with written terms of reference that clearly set out the authority and duties of the committees.17 The Code provides that:

  1. the duties of the audit committee include, among other things:
    • reviewing significant financial reporting issues and judgements so as to ensure the integrity of the financial statements of the company and any announcements relating to the company's financial performance;
    • reviewing the adequacy and effectiveness of the company's internal controls and risk management systems;
    • reviewing the assurance from the CEO and the chief financial officer on the financial records and financial statements;
    • making recommendations to the board on proposals to the shareholders on the appointment and removal of the external auditors, and the remuneration and terms of engagement of the external auditors; and
    • reviewing the adequacy, effectiveness, independence, scope and results of the external audit and the company's internal audit function.18

    The importance of the audit committee is emphasised by the inclusion of provisions not just in the Code, but also in the CA and the Listing Manual. For example, Section 201B of the CA stipulates the composition and functions of the audit committee. Rule 704(8) of the Listing Manual provides that in the event of any retirement or resignation that renders the audit committee unable to meet the minimum number (not less than three), the listed company should endeavour to fill the vacancy within two months, but in any case not later than three months. Rule 1207(10C) of the Listing Manual requires the audit committee to comment on whether the listed company's internal audit function is independent, effective and adequately resourced;

  2. the role of the nominating committee is to, among other things:
    • make recommendations on the reappointment of each director;19
    • determine annually if a director is independent;20 and
    • recommend for the board's approval the objective performance criteria and process for the evaluation of the effectiveness of the board as a whole, and of each board committee separately, as well as the contribution by the chairperson and each individual director to the board.21

    The Practice Guidance also provides that the nominating committee should take into account the number of directorships and principal commitments of each director in assessing whether he or she is able to or has been adequately carried out his or her duties;22 and

  3. the role of the remuneration committee is to review and make recommendations to the board on a framework of remuneration for the board and key management personnel, and the specific remuneration packages for each director, the CEO and other key management personnel.23

Remuneration

The Code provides that the level and structure of remuneration of the board and key management personnel are to be appropriate and proportionate to the sustained performance and value creation of the company, taking into account the strategic objectives of the company.24 A significant and appropriate proportion of executive directors' and key management personnel's remuneration is to be structured so as to link rewards to corporate and individual performance. Performance-related remuneration is to be aligned with the interests of shareholders and promote the long-term success of the company.25 Remuneration is to be appropriate to attract, retain and motivate directors to provide good stewardship of the company and key management personnel to successfully manage the company for the long term.26

In addition, every company is to be transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation.27

For Singapore-incorporated companies, Section 169 of the CA provides that emoluments for a director in respect of his or her office must be approved by a resolution that is not related to other matters.

ii Directors

Singaporean law does not impose an all-embracing code of conduct on directors. In practice, a company's constitution prescribes the ambit of the directors' powers. The duties and responsibilities of directors of Singapore-incorporated companies arise under common law and the CA, and for directors of listed companies, the SFA, the Listing Manual and the Code.

There are two broad categories of directors' duties under common law and statute. They are the duty of good faith (which encompasses specific obligations arising out of the fiduciary obligations of directors) and the duties of care and skill. These duties are owed to the company alone, and not to individual shareholders or groups of shareholders or other members of the company's group.

In relation to the duty of good faith, Section 157(1) of the CA provides, among other things, that a director shall at all times act honestly in the discharge of the duties of his or her office. Section 157(2) of the CA prohibits, among other things, a director from making improper use of his or her position as an officer or agent of the company or any information acquired by virtue of his or her position as an officer or agent of the company to gain, directly or indirectly, an advantage for him or herself or for any other person, or to cause detriment to the company. Section 158 of the CA, however, allows nominee directors to disclose information to their nominating shareholders if authorised by the board of directors by general or specific mandate, provided that such disclosure is not likely to prejudice the company.

In relation to the duties of care and skill, Section 157(1) of the CA also provides that a director must use reasonable diligence in the discharge of the duties of his or her office. Directors have a continuing duty to acquire and maintain a sufficient understanding of the company's business to enable the proper discharge of their duties. However, Section 157C of the CA allows directors to rely on information and advice prepared or supplied by employees, professionals and experts with respect to matters within their respective areas of competence. This statutory protection only applies if the director acts in good faith, makes proper inquiry where the need for inquiry is indicated by the circumstances and if the director has no knowledge that such reliance is unwarranted.

A director's breach of duties may result in the following consequences:

  1. statutory liabilities: Section 157(3) of the CA provides that a director who breaches his or her statutory duties to act honestly and use reasonable diligence in the discharge of his or her duties, or makes improper use of his or her position as an officer or agent of the company or any information acquired by virtue of his or her position, will attract both civil and criminal liabilities. A director who is in breach of any of these statutory duties shall be liable to the company for any profit made by him or her or for any damage suffered by the company as a result of the breach. If he or she is guilty of an offence, he or she is also liable on conviction to a fine or imprisonment. Further, Section 331 of the SFA provides that where an offence under the SFA is committed by a listed company with the consent or connivance of, or is attributable to any neglect on the part of, a director, the director as well as the listed company will be guilty of the offence and liable to be proceeded against;
  2. liabilities under common law: breaches of common law duties also enable the company to take action against a director and sue for its loss;
  3. disqualification and debarment: in certain circumstances, a director may also be disqualified either automatically, or by a disqualification order made by the court against him or her, or be the subject of a debarment order. Such a director will be prohibited from taking part in the management of companies, whether directly or indirectly, during the period of the disqualification or disqualification order; and
  4. sanctions under the Listing Manual: under the Listing Manual, a director is required to immediately resign from the board of directors of a listed company if he or she is disqualified from acting as a director in any jurisdiction for reasons other than on technical grounds. Further, where the SGX-ST is of the opinion that a director or executive officer of a listed company has wilfully contravened any relevant laws, rules and regulations, or refused to extend cooperation to the SGX-ST or other regulatory agencies on regulatory matters, the SGX-ST may take action, including objecting to his or her appointment as an individual director or executive officer in any issuer for a period not exceeding three years. The SGX-ST may refer any contravention of the listing rules to the Disciplinary Committee and also refer possible breaches of directors' duties to other relevant authorities.

A listed company's shareholders need to be satisfied regarding the independence and integrity of its directors. The CA and the SFA lay down the statutory framework governing directors' dealings with the company and securities of the company and its related corporations, and require that certain personal interests be disclosed and approved.

Under the SFA, the interests and any changes in interests of a director or any of his or her family members in securities of a listed company or any of its related corporations must be promptly disclosed to the listed company within two business days.28

As fiduciaries, directors must not allow themselves to get into a position where there is a conflict between what they ought to do for the company and what they might do for themselves. An area in which conflicts of interest often arise is the entering into of transactions between the company and a director. Under the CA, a director who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with the company must, as soon as he or she is aware of the relevant facts, either declare the nature of his or her interest at a board of directors' meeting, or send a written notice to the company containing details on the nature, character and extent of his or her interest in the transaction or proposed transaction with the company. However, this disclosure requirement is not applicable if the interest of the director consists only of being a member or creditor of a company that is interested in a transaction or proposed transaction with the first-mentioned company, if the interest of the director may properly be regarded as not being a material interest.29

In addition to the above, subject to limited exemptions, the Listing Manual considers transactions between a listed company and any of its directors (and their respective associates) to be interested person transactions and, therefore, subject to the enhanced disclosure and approval requirements for such transactions.

III DISCLOSURE

The Listing Manual imposes a continuing obligation on a listed company to announce material information and period reports. In particular, a listed company must announce any information known to it concerning it or any of its subsidiaries or associated companies that is necessary to avoid the establishment of a false market in the company's securities or would be likely to materially affect the price or value of its securities. The requirement does not apply to information that is confidential as a matter of law or where such particular information meets all of the following criteria:

  1. a reasonable person would not expect the information to be disclosed;
  2. the information is confidential; and
  3. the information:
    • concerns an incomplete proposal or negotiation;
    • comprises matters of supposition or is insufficiently definite to warrant disclosure;
    • is generated for the internal management purposes of the entity; or
    • is a trade secret.

A listed company must also observe the corporate disclosure policy set out in Appendix 7.1 of the Listing Manual, which prohibits a listed company from selective disclosure of information to certain parties without a legitimate corporate objective and also provides, among other things, illustrations of events that are likely to require immediate disclosure, stipulations on the clarification or confirmation of rumours or reports, and the content and preparation of public announcements.

Material information must be disclosed when it arises, even if during trading hours. The SGX will expect the issuer to request a trading halt to facilitate the dissemination of the material information during trading hours. As a guide, a trading halt requested for dissemination of material information will last at least half an hour after the release of the material information, or such other period as the exchange considers appropriate.

Listed companies must also announce their financial statements semi-annually or quarterly, depending on their market capitalisation. In the case of interim financial statements (quarterly or half yearly, as the case may be, but excluding full year financial statements), a listed company's directors must provide a confirmation that, to the best of their knowledge, nothing has come to the attention of the board of directors that may render the interim financial statements false or misleading in any material aspect.30

Apart from the general obligation on material information and the periodic reporting requirements above, the Listing Manual also imposes a higher threshold of disclosure for transactions between the listed company and its interested persons, and material transactions exceeding a specified threshold.

An interested person, in relation to a listed company, means a director, CEO or controlling shareholder, or an associate of any such director, CEO or controlling shareholder.31

An immediate announcement is required for any interested person transaction (IPT) of a value equal to or more than 3 per cent of the listed company's latest audited consolidated net tangible assets (NTAs). If the aggregate value of all transactions (excluding transactions below S$100,000) entered into with the same interested person during the same financial year amounts to 3 per cent or more of the listed company's latest audited consolidated NTAs, the listed company must make an immediate announcement of the latest transaction and all future transactions entered into with that same interested person during that financial year.32 Shareholders' approval is required for any IPT of a value equal to or more than 5 per cent of the group's latest audited consolidated NTAs, or 5 per cent of its latest audited consolidated NTAs, when aggregated with other transactions entered into with the same interested person during the same financial year (excluding transactions below S$100,000).33

Chapter 10 of the Listing Manual regulates acquisitions and realisations by a listed company or its subsidiary (which is not listed on the SGX-ST or an approved exchange). Transactions that fall within the purview of Chapter 10 include an option to acquire or dispose of assets, but exclude an acquisition or disposal that is in the ordinary course of its business or of a revenue nature. Transactions are categorised as non-disclosable transactions, disclosable transactions, major transactions, and very substantial acquisitions or reverse takeovers, depending on the relative figures as computed on the bases set out in Rule 1006 (which formulates bases to assess the size of the transaction based on factors such as the net asset value, net profits and consideration for the transaction). The announcement and shareholder approval requirements depend on the relative size of the transaction as regards the listed issuer. Disclosable transactions have to be immediately announced, and the announcement must contain the specific information prescribed under Chapter 10. Major transactions and very substantial acquisitions or reverse takeovers must, in addition to an immediate announcement, be made subject to shareholder approval.

IV CORPORATE RESPONSIBILITY

i Whistle-blowing

The Code provides that the audit committee is to review the policy and arrangements for concerns about possible improprieties in financial reporting or other matters to be safely raised, independently investigated and appropriately followed up on. Companies are to publicly disclose, and clearly communicate to employees, the existence of a whistle-blowing policy and procedures for raising such concerns.34

ii Sustainability reporting

The Listing Manual also requires listed companies to produce annual sustainability reports on a comply or explain basis.

Issuers have to publish a sustainability report at least once a year, and the sustainability report should describe the sustainability practices with reference to five primary components: material environmental, social and governance factors; policies, practices and performance; targets; sustainability reporting framework; and the board statement. Where the issuer cannot report on any primary component, it must state so, and explain what it does instead and the reasons for doing so.

Under the practice note issued by the SGX, the SGX does not advocate a particular sustainability reporting framework, but issuers are advised to carefully select an appropriate framework for their business model and industry. External assurance by independent professional bodies is not mandatory; however, issuers that have been reporting for several years may find it useful to undertake external assurance, which may increase stakeholder confidence in the accuracy and completeness of the sustainability information disclosed.

V SHAREHOLDERS

i Shareholder rights and powers

As mentioned earlier, Section 157A of the CA provides that the business of a company shall be managed by or under the direction of the directors. Nonetheless, there are certain matters that require shareholder approval. Under the CA, these include:

  1. an alteration of or addition to the constitution of a company, subject to any entrenching provision in the constitution;
  2. the disposal of the whole or substantially the whole of a company's undertaking or property;
  3. the issue of shares by directors;
  4. the provision or improvement of directors' emoluments; and
  5. the removal of a company's auditor at a general meeting.

The following matters as prescribed under the Listing Manual also require shareholder approval:

  1. the issue of securities to transfer a controlling interest;
  2. share buy-backs;
  3. interested person transactions exceeding a certain threshold; and
  4. major transactions, very substantial acquisitions and reverse takeovers.

ii Takeover defences

Transactions involving potential takeovers would also be governed by the principles under the Singapore Code on Take-overs and Mergers (Takeover Code), which is issued by the MAS and administered and enforced by the Securities Industry Council. Its primary objective is fair and equal treatment of all shareholders in a takeover or merger situation. When a target company's board has been notified of a bona fide offer, or after the target's board has reason to believe that a bona fide offer is imminent, the board cannot, without shareholders' approval, take any steps that could effectively result in either the offer being frustrated, or denial of the target shareholders' opportunity to decide on the merits of the offer.35 The target company's board of directors must also obtain competent independent advice when it receives an offer or is approached with a view to an offer being made, and must subsequently inform the shareholders of the substance of this advice.36

iii Contact with shareholders

The Code provides that companies are to have in place an investor relations policy that allows for an ongoing exchange of views so as to actively engage and promote regular, effective and fair communication with shareholders. The company's investor relations policy is to set out the mechanism through which shareholders may contact the company with questions and through which the company may respond to such questions. The Code provides that companies are to treat all shareholders fairly and equitably in order to enable them to exercise shareholders' rights and have the opportunity to communicate their views on matters affecting the company. Companies are to give shareholders a balanced and understandable assessment of the company's performance, position and prospects.37 Companies are to provide shareholders with the opportunity to participate effectively in and vote at general meetings of shareholders and inform them of the rules governing general meetings of shareholders.38 The Code also provides that companies are to communicate regularly with shareholders and facilitate the participation of shareholders during general meetings and other dialogues to allow shareholders to communicate their views on various matters affecting the company.39 All directors are to attend general meetings of shareholders.40

Under the CA, shareholders have a right to inspect certain company documents. For instance, shareholders have a right to inspect or obtain from the Registrar of Companies copies of the registers of directors, CEOs, secretaries and auditors.41 Shareholders also have a right to be furnished with minutes of all proceedings of general meetings, and copies of financial statements.42 In cases where a shareholder has appointed a nominee to the board, the nominee director may also disclose company information to the shareholder provided that the disclosure is not likely to prejudice the company and is made with the authorisation of the board.43

iv Shareholder activism

There are statutory remedies that allow minority shareholders seeking redress for a wrong committed against a company to commence action or arbitration in the name of the company pursuant to a derivative action, or for remedies on the grounds of minority oppression.

Members are also given the right to requisition or call for a general meeting, subject to minimum shareholding requirements.44 In addition, members representing not less than 5 per cent of the total voting rights may make a requisition for a resolution to be proposed at an AGM.45

VI OUTLOOK

i Proposed amendments to the Listing Manual to enhance disclosure obligations

The SGX had proposed amendments to Listing Manual aimed at recalibrating issuers' disclosure requirements. In a consultation paper released on 7 December 2017, the SGX sought feedback on proposed amendments, including:

  1. removing the S$100,000 de minimis threshold for IPTs;
  2. requiring issuers to disclose the nature of the relationship of the issuer with interested persons in its annual report; and
  3. requiring shareholders to be notified of transactions relating to the provision of financial assistance by the issuer and, if required by the Listing Manual, have the opportunity to vote on the proposed financial assistance.

The SGX is in the process of reviewing the responses it has received.

ii Proposed amendments to the voluntary delisting regime

In November 2018, the SGX issued a consultation paper proposing amendments to the voluntary delisting regime to enhance the protection for minority shareholders. Under the current regime, an SGX listed company can opt to be voluntarily delisted if:

  1. the company passes a shareholder resolution that is approved by at least 75 per cent of the issued shares present and voting at the meeting in favour of the same, and not more than 10 per cent of the issued shares present and voting at the meeting object to the resolution;46 and
  2. an exit alternative that is reasonable and normally in cash is presented to shareholders. All shareholders are entitled to vote on the resolution.47

Under the proposed amendments, the SGX sought feedback on the proposed amendments, including:

  1. amending the approval threshold for the delisting resolution such that it must be approved by a majority of independent shareholders present and voting on the resolution, and persons who are the offeror or its concert party shall not be permitted to vote on the resolution; and
  2. amending the requirement for an exit alternative such that it must be both fair and reasonable.

The SGX is currently reviewing the feedback it has received.


Footnotes

1 Andrew M Lim, Richard Young and Lee Kee Yeng are partners at Allen & Gledhill.

2 Section 203 of the SFA.

3 Sections 232 and 234 of the SFA.

4 Section 25 of the SFA.

5 Rule 1417 of the Listing Manual.

6 Practice Guidance 1.

7 Rule 210(5)(c) of the Listing Manual.

8 Provision 2.3 of the Code.

9 Guideline 2.1 of the 2012 Code. Rule 210(5)(c) of the Listing Manual, which requires independent directors to make up at least one-third of the board will come into effect on 1 January 2022. A longer transition period of three years was provided for changes in the SGX Listing Rules relating to board composition, to provide companies with more time to make board composition changes.

10 Provision 2.2 of the Code.

11 The Code defines a substantial shareholder as a shareholder who has an interest or interests in one or more voting shares (excluding treasury shares) in a company and the total votes attached to that share, or those shares, is not less than 5 per cent of the total votes attached to all voting shares (excluding treasury shares) in the company, in line with the definition set out in Section 2 of the SFA.

12 Provision 2.1 of the Code.

13 Provision 3.1 of the Code.

14 Rule 1207(10A) of the Listing Manual.

15 Practice Guidance 3 of the Code.

16 Practice Guidance 3 of the Code.

17 Rule 210(5)(e) of the Listing Manual.

18 Provision 10.1 of the Code.

19 Provision 4.1 of the Code.

20 Provision 4.4 of the Code.

21 Provision 5.1 of the Code.

22 Practice Guidance 4.

23 Provision 6.1 of the Code.

24 Principle 7 of the Code.

25 Provision 7.1 of the Code.

26 Provision 7.3 of the Code.

27 Principle 8 of the Code.

28 Section 133 of the SFA.

29 Section 156 of the CA.

30 Rule 705 of the Listing Manual.

31 Rule 904(4) of the Listing Manual.

32 Rule 905 of the Listing Manual.

33 Rule 906 of the Listing Manual.

34 Provision 10.1 of the Code.

35 Rule 5 of the Takeover Code.

36 Rule 7.1 of the Takeover Code.

37 Principle 11 of the Code.

38 Provision 11.1 of the Code.

39 Principle 12 of the Code.

40 Provision 11.3 of the Code.

41 Section 12 of the CA.

42 Sections 189 and 203 of the CA.

43 Section 158 of the CA.

44 Sections 176 and 177 of the CA.

45 Section 183 of the CA.

46 Rule 1307 of the Listing Manual.

47 Rule 1309 of the Listing Manual.