CNPUpdate - Issue 01 - January 2020

 

Contents
  1. Contractual terms: Does the novel coronavirus (COVID-19) outbreak constitute a force majeure event in Singapore?

  2. Data privacy, collection and transfer of employee data - What employers must know amidst the coronavirus (COVID-19) outbreak

  3. Unity Budget: COVID-19 relief programmes

  4. Resilience Budget: COVID-19 supplementary relief programmes

  5. Corporate governance in Indonesia - what you need to know about the Board of Directors and Board of Commissioners

  6. Not decoupling, but recoupling

  7. Sustainable and green finance opportunities in Singapore

  8. Amendments to the Listing Manual – enhanced disclosure requirements with respect to Interested Person Transactions

  9. Regulatory and other developments in Singapore on cryptocurrency and Bitcoin exchanges

  10. Changes to the quarterly reporting framework for SGX-listed companies

  11. SGX grants qualified issuers time extension for holding AGMs

  12. Transition from LIBOR in the loan markets in Singapore and London


Contractual terms: Does the novel coronavirus (COVID-19) outbreak constitute a force majeure event in Singapore?

"Force majeure refers to contractual terms that contracting parties have agreed upon to deal with situations that might arise, over which the parties have little or no control, that might impede or obstruct the performance of the contract. In Singapore, the courts have held that there is no general rule as to what constitutes a situation of force majeure. Whether such a force majeure situation arises would all depend on what the parties, in their contract, have provided for.

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Data privacy, collection and transfer of employee data - What employers must know amidst the coronavirus (COVID-19) outbreak

Ever since the World Health Organisation declared the outbreak of the novel coronavirus (COVID-19) a global health emergency, the world has reported more than 70,000 cases and the death toll has surpassed 1,700, with 75 confirmed cases in Singapore (as at 16 February 2020). The Singapore government has remained vigilant in setting up multiple lines of defences to contain the virus and to prevent further spread amongst residents. Local organisations are also to be applauded for their efforts to obtain health and travel declarations from employees for the purposes of contact tracing. However, potential data privacy issues in the collection, use or disclosure of employee information may arise.

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Unity Budget: COVID-19 relief programmes

The Singapore Government announced as part of Budget 2020 a slew of measures that are expected to enhance existing schemes to stabilise the economy amid uncertainties caused by COVID-19. Local businesses and their employees have been particularly affected by the slowdown. Sectors identified to have been worst hit are those in tourism, aviation, retail and food services. While the first stimulus package announced in February 2020 comprised of S$4 billion, additional support measures are currently being contemplated by the Ministry of Finance and could be agreed on and rolled out by 26 March 2020 in Parliament.

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Resilience Budget: COVID-19 supplementary relief programmes

Since the announcement of the Unity Budget a month ago, the global COVID-19 crisis has engulfed even economic heavyweights such as the United States. While Singapore is not in a position to steer the current global economic situation, the Singapore Government has acted promptly and decisively to further mitigate the impact of the pandemic domestically. Preliminary economic data shows that the domestic economy contracted by 2.2 per cent year-on-year in the first quarter of 2020, and real GDP has been forecasted to contract by 1 to 4 per cent in 2020. Against this gloomy backdrop, Deputy Prime Minister Heng Swee Keat introduced the Resilience Budget in a ministerial statement addressed to Parliament on 26 March 2020. The Resilience Budget is a supplement to the S$6.4 billion initially set aside to tackle COVID-19 under the Unity Budget, as announced in the Budget 2020. The Resilience Budget, valued at S$48 billion, dwarfs the S$20.5 billion stimulus package unveiled in the wake of the global financial crisis of 2008. It will benefit mostly businesses in the worst affected industries by providing tax relief and subsidies, as well as the workforce, with a focus on the self-employed.

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Corporate governance in Indonesia - what you need to know about the Board of Directors and Board of Commissioners

Board representation and control is of paramount importance to many and is therefore typically heavily negotiated in investment and joint venture agreements. Unlike common law jurisdictions such as Singapore, Malaysia, the United Kingdom, and Australia, Indonesia adopts a two-tier board system comprising of a Board of Directors and a Board of Commissioners. As the concept of a two-tier board may be foreign to many, this article aims to provide you with an overview of the key roles, duties, and liabilities of the members of each board.

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Not decoupling, but recoupling

For married home owners, the concept of decoupling may be a familiar solution to better manage their stamp duty liabilities should they consider investing in a second residential property. However, as stated in this title of this article, we will not be discussing decoupling but 'recoupling'. So do check out our article on 'ABSD: is "Decoupling" a suitable solution for you?' if you have yet to do so.

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Sustainable and green finance opportunities in Singapore

Sustainable finance is the practice of integrating environmental, social and governance ("ESG) criteria into financial services to bring about sustainable development outcomes, including mitigating and adapting to the adverse effects of climate change.

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Amendments to the Listing Manual – enhanced disclosure requirements with respect to Interested Person Transactions

On 9 January 2020, the Singapore Exchange Securities Trading Limited ("SGX-ST") announced several changes to the listing rules of the SGX-ST ("Listing Rules"), including the adoption of a risk-based approach to quarterly reporting and enhancements to continuous disclosure obligations. These rules have been effective since 7 February 2020.

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Regulatory and other developments in Singapore on cryptocurrency and Bitcoin exchanges

In our earlier CNPupdate article published on 9 May 2018, we discussed the regulatory approach to cryptocurrency and bitcoin exchanges in Singapore. ​In this article, we look at the regulatory developments following the commencement of the Payment Services Act 2019 ("PS Act") on 28 January 2020.

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Changes to the quarterly reporting framework for SGX-listed companies

On 9 January 2020, the Singapore Exchange Regulation ("SGX RegCo") announced that quarterly reporting ("QR") will no longer be required for listed companies, and will apply only to companies associated with higher risks. These changes were introduced in response to public consultations conducted in 2017 and 2018, and intensive engagements with stakeholders, and are part of SGX RegCo’s continuing efforts to take a more targeted approach to market regulation.

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SGX grants qualified issuers time extension for holding AGMs

Listing rule 707(1) of the Singapore Exchange Securities Trading Limited ("SGX-ST) requires an issuer to hold its annual general meeting ("AGM") within four (4) months from the end of its financial year. At the AGM, the directors of the issuer are required to table the financial results for approval by shareholders of the issuer.

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Transition from LIBOR in the loan markets in Singapore and London

Every banking day in London a panel of banks submits their proposed quotations for the interest rate for unsecured wholesale lending to each other. These banks answer the question "At what rate could you borrow funds, were you to do so by asking for and then accepting interbank offers in a reasonable market size just prior to 11 am?". ICE Benchmark Administration (IBA), after receiving the submission from banks, refines the submissions into a single number, being the London Interbank Offered Rate (LIBOR) of that currency for that tenor. This is currently calculated for five currencies (USD, GBP, EUR, CHF and JPY) and for seven tenors in respect of each currency (Overnight/Spot Next, One Week, One Month, Two Months, Three Months, Six Months and 12 Months). The financial markets use these rates for pricing trillions of dollars' worth of financial instruments (ranging from retail mortgages to bank loans to derivatives). Following the rigging scandal in 2012, which led to some US$9 billion in fines levied on banks for attempting to manipulate LIBOR, the UK Financial Conduct Authority has announced that Libor will be discontinued after 2021. We discuss the implications for the Singapore dollar money markets and tap on our Interlaw friends at Trowers & Hamlins in London for insights into the implications for international markets.

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