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The Code of Corporate Governance is guidance for the boards of Singapore-listed companies, issued by the Monetary Authority of Singapore. Listed companies must disclose how they follow it, or explain why they do not. A private company has no duty to apply it, though its rules are a handy checklist for a serious board.
Checked against the MAS Code of Corporate Governance page.
What is the Code of Corporate Governance?
It is a framework of principles and provisions on how a board should lead a company. MAS, Singapore's central bank and financial regulator, issues it. Listed companies must disclose their corporate governance practices and give explanations for any departure from the Code in their annual reports.
The history, as MAS records it: first issued on , revised on , and . The current Code applies to annual reports for financial years starting from . MAS also publishes practice guidance alongside it.
Who does it apply to?
Listed companies, through the Singapore Exchange listing rules. The Code itself sits in MAS's capital markets area, under markets and exchanges. It is not part of the Companies Act and it is not an ACRA requirement.
That means:
| Type of company | Bound by the Code? | What binds it instead |
|---|---|---|
| SGX-listed company | Yes, comply or explain | Listing rules plus the Companies Act |
| Unlisted public company | Not directly | The Companies Act |
| Private limited company | No | The Companies Act and its own constitution |
| Charity or institution of a public character | A separate code | The Code of Governance for Charities and IPCs |
Charities have their own sector code, published by the charities regulator, and it is a different document. See company types in Singapore if you are weighing a public or non-profit structure.
What does comply-or-explain mean?
The Code does not threaten a fine for each departure. Instead, the board states in the annual report where it follows the provisions and where it does not, with reasons. Investors then judge the explanation. It lets a company with an unusual structure depart from a provision when it has a good reason.
Because the system relies on disclosure, the quality of the explanation matters. A vague line is the weak spot. A company that cannot give a reason for ignoring a provision usually should follow it.
Is a review under way?
Yes. MAS announced on that the Corporate Governance Advisory Committee would review the Code, to build on established good practices in governance and disclosure and to complement work on the equities market. On the committee and SGX RegCo opened a public consultation on proposed changes to the Code and the listing rules. MAS says the proposals aim to strengthen governance, support long-term value creation and sustain investor confidence.
MAS's page does not give a closing date for that consultation, so we cannot state one. Read the consultation papers on the Committee's and SGX RegCo's sites for the draft wording and dates. Until a revised Code is issued and takes effect, the version from remains current.
Does a private company need any of this?
Not by law. A private company's governance duties come from the Companies Act, covered in our Companies Act guide, and from its own constitution. Still, owners often adopt a few ideas from the Code, such as:
- a board that includes someone with no stake in day-to-day management;
- written rules on who approves related-party deals;
- regular board meetings with minutes;
- a clear split between the chair and the person running the business.
These are our suggestions, not requirements. They help when you add outside investors or plan to list later. Who may sit on a private company board is in the director requirements.
Where does the company secretary fit?
In a listed company the secretary supports the board on governance, meetings and disclosure. In a private company the role is lighter. See what a corporate secretary does.
Want a provider for your governance records?
If you need a secretary or board paperwork, use the quote form on this page. We are an independent guide, not MAS or ACRA, and may earn a referral fee when a request becomes a client.
Sources
- MAS, Code of Corporate Governance: https://www.mas.gov.sg/regulation/codes/code-of-corporate-governance (issue dates, scope, comply-or-explain, review and consultation dates).
- Corporate Governance Advisory Committee, public consultation: https://www.cgac.sg/ (the Committee's site, which hosts the consultation on the Code).
- SGX RegCo, consultation paper on listing rule changes: https://regco.sgx.com/regco/public-consultations/20261027-consultation-paper-listing-rule-changes-consequential-code (listing rule changes).
- Charities Portal, Code of Governance for Charities and IPCs: https://www.charities.gov.sg/Pages/Charities-and-IPCs/Manage-Your-Charity/Code-of-Governance-for-Charities-IPCs.aspx (the separate sector code).
