Disclosures of directors’ fees shot up after change in listing rules: SID report
The number of listcos with independent directors serving more than nine years has fallen to 3.2%
[SINGAPORE] The number of listed companies disclosing the remuneration of their board directors has increased significantly, rising to 67.8 per cent in 2025 from 27.8 per cent in 2023, according to the latest Singapore Directorship Report by the Singapore Institute of Directors (SID) on Tuesday (Nov 4).
This was the result of a change in listing rules by the Singapore Exchange Regulation (SGX RegCo), which mandated that listed companies disclose the exact amounts and breakdowns of the remuneration paid to their CEOs and directors in their annual reports for the financial years ending on or after Dec 31, 2024.
However, there remains 19.8 per cent of listed companies that are still disclosing their directors’ remuneration in bands, found the report, which is into its sixth edition.
The Singapore Directorship Report, which is typically published once every two years, reviews the state of directorship in Singapore. The 2025 report examined corporate filings and annual reports for the financial year ended on Dec 31, 2024, of 615 SGX-listed companies.
Following the marked increase in disclosures after the new listing rules came into effect, the report also found an increase in the number of independent directors and non-independent non-executive directors who were paid less than S$50,000 in directors’ fees.
Out of all remuneration disclosures made in detail, as well as those in bands, the report found that 29 per cent of independent directors received less than S$50,000 in 2025, compared to 16 per cent in 2023.
The same trend can be seen among non-independent non-executive directors, where 34.7 per cent of them received less than S$50,000, compared to 18.1 per cent over the same time period.
Victor Yeo, associate professor of business law at Nanyang Technological University, said that while this seems to suggest the fees for independent directors and non-independent non-executive directors are dropping, the results could be a result of more companies that have been paying lower directors’ fees disclosing them now.
“Remember that you have almost double the number of firms that are disclosing. So we don’t know whether it could be that in the past, if the small-caps (were) paying their directors a bit less, they (didn’t) want to tell people, so they (didn’t) disclose it,” said Prof Yeo, who was one of two authors presenting the report’s findings on Tuesday.
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The report found that remuneration disclosures for directors who are also CEOs have improved, jumping to 69.1 per cent in 2025 from 25.5 per cent in 2023.
While the listing rules also apply to CEOs who are not directors, the report included only data of CEOs who are also directors, as the focus of the report is on company directors.
Among directors who are CEOs, 26.5 per cent earned over S$1 million – the highest percentage out of the various remuneration bands.
During a panel discussion after the report’s findings were presented, Prof Yeo brought up a data point not reflected in the report: Executive chairpersons who are not company CEOs have the highest average pay among the various types of company directors.
Based on preliminary data, there are about 120 companies with a chairman who is an executive director.
“My question is, is there enough information as to what they’re doing to get that pay? It’s a controversial issue, but I thought that it’s important for us to look at that,” said Prof Yeo.
The other co-author of the report, Ho Yew Kee, an accounting professor at the City University of Hong Kong, said that directors’ fees in Singapore are generally lower than in other markets, as the practice of getting directors on board is typically done through personal networks.
However, Prof Ho said there may be a growing need for companies to hire external consultants who can develop a market benchmark for directors’ fees, given the increasing complexities of businesses and responsibilities of directors.
“So this is my suggestion, particularly in this time when we are introducing remuneration transparencies, we might as well look at the entire process: fees and performance linkage, the metrics of payment, the mechanism to ensure that the directors are paid appropriately and adequately, and also the CEO and so forth,” said Prof Ho during the panel discussion.
Board tenure
The report found that only 3.2 per cent of listed companies have independent directors who have served for more than nine years. This marks a sharp drop from 20.9 per cent in 2023, and follows a change in listing rules capping the tenure of independent directors to nine years.
In addition, there was a decrease in the number of all types of directors serving on their boards for more than nine years, to 22.8 per cent from 31.8 per cent over the same period.
SGX RegCo had removed the two-tier vote mechanism that allows companies to retain long-serving independent directors who have served for more than nine years.
This effectively curbs their term limit, as they would have to be redesignated as non-independent directors if they choose to remain on the board after nine years.
Under the two-tier system, independent directors serving more than nine years had to surrender their independent status unless they were approved through two tiers of voting.
Tan Boon Gin, CEO of SGX RegCo, said on Tuesday that there was hardly any change in the number of new independent directors under the previous two-tier voting regime.
“Boards were hanging onto their independent directors, new (independent directors) just weren’t being appointed and ultimately, our companies were simply not progressing in terms of board renewal and board diversity… So the objectives of the two-tier vote were not being achieved,” he added.
The latest data from this year’s SID report, however, showed that the new rules hard-capping the nine-year tenure has had “a positive effect”.
The report showed that 923 of the individual directors recorded in 2023 were no longer recorded in 2025.
This represents a turnover of 28.3 per cent of the total number of individual directors from 2023.
Among the 3,108 individual directors in 2025, 770 are new directors this year, representing a higher proportion of 24.8 per cent compared to 20.3 per cent in 2023.
The turnover among independent directors was even higher, with 46.2 per cent recorded in 2023 no longer serving in 2025. In addition, 42.6 per cent of all independent directors in 2025 are new.
Among the 800 independent directors appointed in 2023 and 2024, 45.8 per cent were first-time directors who had never served on an SGX-listed company before.
“This trend suggests that firms have generally replaced their long-serving independent directors with new independent directors instead of redesignating them,” read the report. “Appointing new individuals also supports the board’s objectivity, fulfils governance criteria for stakeholders and aligns with best practices for board renewal.”
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