In a regulator’s column published on 22 April 2020, the chief executive officer of the Singapore Exchange Regulation (SGX RegCo), Tan Boon Gin, made clear the SGX RegCo’s expectations on the disclosure requirements of issuers during the uncertain times, and provided certain guiding principles.
Explaining the background to this, while SGX RegCo had introduced various measures in support of issuers facing pressures, including difficulties in organising annual general meetings or the production of annual reports during the COVID-19 outbreak and the circuit-breaker measures implemented in response by the Singapore government, SGX RegCo was equally concerned that shareholders faced pressures in decision-making in the current uncertain and volatile market and business environment. Addressing such shareholder pressures, SGX RegCo stated its position as to the disclosures it expected of issuers during this time.
1. Broad-Stroke Explanations Inadequate and of Little Utility
SGX RegCo emphasised that developments surrounding COVID-19 are likely to be considered material for investors to make informed decisions. SGX RegCo reminded issuers that reliance on broad-stroke explanations pinned on a decline in general economic activity to explain away their outlook would be deemed inadequate and of little utility to their shareholders. Impact of decisions taken such as shutting of stores, outlets, plants or offices and curtailed business activities, must be quantifiable and disclosed, or at the very least transparent on the decisions taken including providing data on operations suspended or curtailed.
2. Specific Situations of Material Information to be Disclosed
While recognising that certain matters are of supposition or insufficiently definite to warrant disclosure in these times, SGX RegCo made clear that certain specific scenarios which SGX RegCo requires material information to be disclosed:
- As required arising from enhancements to the Listing Rules in February 2020, material changes to an issuer’s near-term earnings prospects caused by general trading trends or by specific events or developments should be announced;
- Here matters are still developing or undergoing further assessment and issuers are not able to quantify the impact, issuers should still make disclosures reflecting its current state of affairs and outlook, and in particular, assessment of the strategy or steps taken and how its operating and financial conditions may change. Updates should be provided where there are subsequent material developments.
- When information is insufficient for issuers to disclose the financial impact with certainty, issuers should provide a detailed explanation of the non-disclosure and sufficient information to enable investors to independently assess the financial impact after taking into consideration the variables disclosed.
3. Guidelines in determining if Disclosure is Required
In this regard, a non-exhaustive list of guidelines in respect of developments surrounding COVID-19 were provided to assist issuers in determining if disclosure is required:
- Impact on issuers’ operations: Has there been material disruption to the issuer’s supply chains and/or a material impact to demand for the issuer’s goods and services? Are there material operational constraints and has the issuer put in place measures to overcome these challenges?
- Compliance with COVID-19 restrictions: Has there been any breach of government or regulatory restrictions which may lead to penalties?
- Impact on issuer’s earning prospects: Does the issuer expect material change to previous prospect statements, or significant improvement or deterioration to its near-term financial results? Has it revised its prospects statement in view of the highly uncertain situation? If so, the issuer must provide detailed explanations as to the reasons for such revisions and explain how COVID-19 has impacted the relevant quarter or half yearly performance. Given the heightened volatility, the issuer should review if its prospects statement remains relevant with greater regularity. We have recently observed issuers starting to withdraw their previous earnings guidance (i.e. profit estimates or projections). Issuers must provide detailed explanation on the reasons and impact to performance for the relevant period leading to the withdrawal.
- Impact of COVID-19 on issuers’ balance sheet: Does the issuer expect material impairments to its assets? How is the issuer safeguarding its key assets and value drivers? Are there material changes to capital expenditure previously planned for? Are there changes in accounting estimates or assumptions that would materially affect previously disclosed forecast or estimates as well as financial results?
- Impact of COVID-19 on issuers’ contractual obligations: Has the issuer or any of its counter-parties exercised temporary relief, force majeure clauses or termination of contractual obligations for material contracts? Are there any threats to the issuer’s contractual rights or ability to fulfill its obligations for material contracts? Are there material contractual terms that have been waived or newly imposed?
- Threats to viability: Are there significant threats to the issuer’s ability to operate as a going concern? Does the issuer anticipate making significant changes to its business plans in order to manage its near-term costs?
- Impact of governmental measures: How have the issuer’s key businesses been affected by national and/or international measures taken by countries to address the impact of COVID-19? Do budgetary support measures have an impact on the operations and business plans of the issuer?
In light of the extension of time for the publication of annual reports, SGX RegCo also urged issuers to publish regular business updates to minimise information gaps, which can contain key operating metrics or topline financials.
In addition to the above, the SGX RegCo had earlier on 6 February 2020, made clear its expectations on disclosures by issuers on significant litigation and how materiality of significant litigation should be determined. Taken together, these expectations have certainly provided benchmarks for clarity to issuers seeking guidance on its disclosure obligations during these uncertain times, as well as providing confidence to investors seeking greater understanding of the challenges facing issuers in these volatile times.
The regulator’s column consultation can be accessed here.