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Dual class shares subvert investor rights, harm trust in markets

At risk is undermining the reputation for a strong regulatory regime with engaged shareholders.

Published Wed, Jul 6, 2016 · 09:50 PM
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THIS year's AGM (annual general meeting) season saw many companies amending their constitutions to reflect changes to the Singapore Companies Act. The revised Companies Act makes it possible for public companies in Singapore to issue shares with differential voting rights. While this new authority does not currently extend to listed companies in Singapore, there has been much public discussion as to whether the Singapore Exchange (SGX) should permit dual class shares.

This discussion reveals two opposing and fundamentally incompatible points of view. One holds that SGX needs to act to ensure Singapore retains its "competitiveness" and "relevance" in capital markets. The other contends that to do so would risk undermining the country's reputation for a strong regulatory regime, supportive of strong corporate governance, with engaged and active shareholders.

As investors we recognise that SGX, as a for-profit entity, has a commercial duty to its shareholders. It has to cast its net wide to seek additional sources of revenue, including evaluating changes to listing rules to attract those new listings. A wider infrastructure of capital market intermediaries may benefit if it proves successful. But wearing its hat as regulator means SGX also has a duty to the wider public interest.

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