What good governance looks like in practice


Beryl Leong


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Black Sun APAC attended the Securities Investors Association Singapore (SIAS) Corporate Governance Week conference last week. Discussions covered capital allocation, geopolitical preparedness, climate and nature, AI, and the information investors need to assess a company’s prospects. Below are the key highlights from the conference.

 

What follows looks at how each of these ideas played out across the conference.

The strength of a company’s governance becomes clearest when difficult decisions must be made. Where should capital be invested? How should boards respond to geopolitical uncertainty? How can management give investors confidence in its judgement.

These questions shaped discussions at the Securities Investors Association Singapore (SIAS) Corporate Governance Week conference, which Black Sun attended last week. Discussions covered capital allocation, geopolitical preparedness, climate and nature, AI, and the information investors need to assess a company’s prospects.

Throughout the week, key industry leaders explored what effective oversight requires in practice. For companies, the challenge is to demonstrate how their governance supports sound decisions, prepares the business for uncertainty, and protects shareholders’ interests.


Making governance visible

Opening the conference, David Gerald, founder, president, and CEO of SIAS recognised the progress companies have made in establishing governance policies and disclosure frameworks. His concern was largely centred on how effectively those arrangements work

Independent board evaluations, succession planning, risk oversight, and remuneration all provide opportunities to test that effectiveness. An incentive scheme, for example, may reward growth while giving insufficient weight to the risks taken to achieve it. Published board evaluation criteria offer limited reassurance unless the assessment itself encourages meaningful challenge

Communication is an integral part of that accountability. As Gerald observed,

“Investors do not expect companies to be perfect, but they do expect candour.”

When a strategy disappoints, shareholders need to understand what happened, which assumptions proved wrong, and what management intends to change. Timely explanations allow them to assess the response. Silence or general assurances, on the other hand, leave them to draw their own conclusions

Investors cannot see inside the boardroom. They see what a company discloses, when it discloses it and how it explains results honestly. Governance earns trust when those signals show that real decisions are being tested and owned.


Ensuring accountability behind decisions

Mr Shawn Huang, Senior Parliamentary Secretary at the Ministry of Finance and Ministry of Manpower, developed this connection between disclosure and trust in his opening address. Governance was placed within Singapore’s wider competitiveness, as he noted its first-place ranking in this year’s IMD World Competitiveness ranking.

However, he cautioned against complacency and pointed out further areas of improvement. As he cited the SIAS-Black Sun research into Singapore’s 30 largest listed companies, which found that 57% of these companies did not present a dedicated business model section in their annual reports. Without a clear explanation of how a company operates and creates value, investors have less context for judging its performance and strategic choices.

As Mr Huang candidly put it,

“Investors want to understand not only the decisions a company has made, but the discipline and reasoning behind those decisions.”

His remarks are particularly relevant as companies prepare for their next reporting cycle. Financial results tell investors what the business achieved. A well-developed account of its business model, strategy, and capital allocation helps them understand why, and assess whether that performance can be sustained.

Mr Huang also highlighted the MAS and SGX Value Unlock programme and enhanced disclosure requirements concerning dividend policies, investor relations, and remuneration. Together, these developments place greater emphasis on explaining how boards intend to create long-term shareholder. Companies that can tell that story coherently will be better prepared as expectations rise.


Capital allocation: Testing the case for growth

That responsibility becomes especially tangible when boards decide how to deploy shareholders’ capital. Moderated by Ang Shih Huei, CEO, Asia of H/Advisors, the capital allocation panel brought together Dr Roger Barker, advisor on SIAS’ CG Conference and Forum Advisor Committee, Robson Lee, assistant honorary secretary of SIAS and a director of Legal Solutions LLC, the joint law venture partner of Kennedys, Jason Lee, founder of True North Portfolio Education, and Darrell Lim, co-founder and managing director of iCapital Asia Partners.

Their discussion considered how directors can challenge investment proposals without preventing the business from taking necessary risks. Dr Barker highlighted the growing pressure surrounding transactions. By the time a proposal reaches the board, management, and advisers may already be strongly committed to completing it. Directors need to examine the assumptions behind the proposal and understand what must go right for it to succeed

Robson extended that scrutiny to execution, noting that having the capital to enter a new market does not necessarily mean a company has the people or expertise to compete there. From an investor’s perspective, Jason Lee built on this point by emphasising returns over growth and the need to weigh price against the cost of capital. He also urged boards to prepare for uncertainty by preserving optionality and exit routes, maintaining an independent risk voice, and using reverse stress testing to understand what failure could look like before committing capital.

Speaking as both investor and director, Darrell cautioned that excessive hesitation carries costs too. Holding capital may protect a company against a defined risk, but without a clear rationale, it can also signal indecision.

For investors, the explanation matters in both cases. Whether a board chooses to invest, acquire, divest, or retain cash, shareholders should be able to understand the alternatives considered and the reasons for its judgement. 


Geopolitics: from black swan to board agenda

Geopolitical uncertainty makes those decisions harder, particularly for companies operating across markets and supply chains.

Dr Cedomir Nestorovic, professor at ESSEC Business School Asia Pacific, argued that the era of happy globalisation is over. Boards need to treat geopolitics as a continuing business consideration. Tariffs, sanctions, border restrictions, and resource competition can affect operating costs, market access, and investment viability.

Companies once prioritised cost minimisation, assuming borders would fade and conflict was an external exception. In today's fragmented world, borders and tariffs are standing features and geopolitical risk is systemic.

He warned of two traps: treating geopolitics as an unpredictable black swan, which leads to defeatism, and treating it as coffee-break talk the company keeps out of the building. Boards once relied on lobbyists and political risk insurance, but customers, employees and the public now ask companies to take positions that neither can answer on the board's behalf.

He shared a five-pillar framework prepared for a major sovereign wealth fund board:

  • Geopolitical literacy: educating directors and linking it to financial metrics.
  • Board structure: embedding geopolitics across the board or giving it a dedicated committee or role.
  • Escalation triggers: agreeing responses in advance, such as for a major shipping route closing.
  • Reverse stress testing: borrowed from banking supervision, useful well beyond banks.
  • Value chain sovereignty: resource-nationalism demands and sanctions that reach tier-one to tier-three suppliers.

This has implications for reporting. A broad statement that geopolitical conditions remain uncertain tells investors little about a company’s readiness. Explaining its principal exposures, the developments management is monitoring, and the responses available gives shareholders a firmer basis for assessing resilience.


Climate and nature: demonstrating commitment through investment

The climate and nature discussion brought a similar emphasis on preparedness and evidence.

The session was moderated by Dr Koh Han Wei, a senior finance professional, climate and nature capital strategist and committee member of SIAS's Green, Nature & Sustainability Committee. It featured Choo Oi-Yee, CEO of Climate Impact X, and Dr Palanivel Thiaga Rajan, former Minister for Finance and Human Resources Management and former Minister for Information Technology and Digital Services in the Government of Tamil Nadu, India.

Choo argued that climate and nature are being crowded out by AI and geopolitics, even as the conversation shifts from what a sustainability report says to how it affects strategy and enterprise value. Governments, investors, lenders, large customers and the public are all raising the bar, and the risks are concrete: a plant lost to flooding, a data centre refused a licence over power and water.

Her test of a credible transition plan has four parts: strategic coherence, financial commitment (which she called more important than the first), management accountability within the business lines, and verifiable progress. For directors, the questions are where the company is exposed, what management is doing, where the money comes from and who is accountable.

Dr Palanivel noted that governments often end up carrying the cost of climate action while companies focus on shareholder value, though institutional investors will increasingly press large listed companies. Markets, he said, are getting better at valuing sustainable models. He also questioned whether the world has the energy to power every announced data centre.

Dr Koh closed with three words, ACT

  • Act on your commitments 
  • Check the evidence 
  • Think long term.

Companies therefore need to explain how their climate and nature priorities influence operations and spending, including where progress is difficult or trade-offs remain unresolved.


AI: retaining responsibility as authority expands

AI introduces another test of board oversight. As systems move from supporting analysis to performing tasks and influencing decisions, companies need to understand the authority they are granting them.

David Gerald, founder, president and CEO of SIAS, was clear on this:

“Technology should never become an excuse for avoiding accountability.”

Boards need visibility over where AI is used, the information it can access, the decisions it can influence, and the circumstances that require human intervention.

Mr Huang also encouraged companies to assess AI investment through improvements in business outcomes. The number of pilots launched, or licences purchased offers little evidence of lasting value on its own.

The Investor Forum returned to these questions. Patrick Cordes of EQT discussed AI’s potential to improve productivity alongside the vulnerabilities it can introduce. Philip Lee of City Developments Limited stressed the need for directors to keep learning and seek specialist advice where necessary. Soh Chun Bin of Icon Law also highlighted the practical constraints facing smaller organisations.

For corporate communications, this calls for precision. Investors need an explanation of the business purpose, expected benefits, material risks, and oversight behind AI adoption.


Regulation acceleration: foresight as a marker of governance quality

Regulation is moving faster than many corporate planning cycles, and Singapore-listed companies often answer to several regimes at once. Moderated by Lance Ang of SIAS, the Corporate Governance Roundtable brought together Gladys Tay of Singapore Exchange Regulation, Serena Teo of CapitaLand Ascott Trust Management and Dennis Lee of RSM Singapore to discuss how companies can keep pace with that change while giving investors information they can use.

Tay explained SGX RegCo's move towards a "disclosure-plus" regime. Listing requirements set a baseline for disclosure, and companies should not treat that baseline as a ceiling. Issuers know their own investors, so the onus is on them to decide what those investors need, and the answer will vary with the business. As she put it, a company selling Ferraris would disclose very different information from one selling BYD vehicles. SGX is also encouraging forward-looking disclosure on strategy, dividend policy, investor relations and remuneration, and it phases in new requirements such as sustainability reporting and assurance so that companies at different stages have time to prepare.

Lee described the two extremes companies now face. In some areas, such as AI, governance rules are incomplete or absent. In others, such as tariffs, energy and supply chains, policy can change overnight. Where there is no rulebook, responsible decision-making becomes a question of strategy. For groups operating across ASEAN, China, the US and Europe, he asked whether boards have a structured way to review the legal implications of their strategy, and whether they look at regulation as a source of opportunity as well as risk. Smaller and mid-sized companies, he noted, may not have the legal resources that larger groups take for granted.

Teo showed what foresight looks like for an issuer. CLAS takes part in industry consultations and tries to adopt new disclosures before they become mandatory; it began obtaining external assurance for its sustainability report ahead of the deadline. On disclosing regulatory and market risks without giving away commercially sensitive information, her advice was to quantify what you can and explain what you can't. With energy prices volatile, that might mean stating whether electricity contracts are locked in, for how long, and how the new rates compare with current costs.

For reporting, this puts regulatory change in the strategy and risk sections as well as the compliance notes. Investors want to know which rule changes affect the business, what they could cost and how the board is preparing. A company that can show it saw a change coming, and acted on it early, gives shareholders some of the best evidence of governance quality they are likely to get.


Trust premium: media readiness starts with the investment case

How much trust does the market give a company it doesn't fully understand? That was the question behind Trust Premium: Media Readiness and Leadership Communication, featuring Eunice Olsen, founder of Eunice Olsen Media. Leaders are expected to explain strategy to journalists, analysts and shareholders, often at short notice, and how well they do it depends on work done long before the interview.

That work is the investment case: strategy, competitive advantage, business model and performance, told as one story of how the company creates value. When it is well built, leaders can draw on it in any briefing. When it isn't, every answer gets made up in the room. And because investors now use AI and search tools that lean on what a company publishes, that story shapes how the business is described to the people asking.

Media training helps on the day, but trust starts long before the interview. Leaders are expected to explain strategy to journalists, analysts and shareholders, often at short notice, and how well they do it depends on the work done beforehand. That work is a corporate story that is connected and backed by evidence: where the business is going, how it makes money and why the strategy holds together. When that story is well built, leaders can draw on it in any briefing. When it isn’t, every answer gets made up in the room.


Investor forum: giving investors a coherent account

How can an investor judge governance, readiness for emerging risks and the ability to create long-term value, when financial statements describe mostly the past? Moderated by Ang Hao Yao of SIAS, the forum brought together Patrick Cordes of EQT Group, Philip Lee of City Developments Limited and Soh Chun Bin of Icon Law LLC.

Philip encouraged investors to read the governance report, management commentary, auditor’s report, and financial statements together. Cordes emphasised that published information should help investors understand strategy, risks, and the company’s approach to AI. Soh cautioned against lengthy, formulaic disclosures that provide limited evidence of forward planning.

These observations have a direct implication for companies: each part of the annual report contributes to the reader’s assessment of the whole business. If the strategy describes one set of priorities, the financial review another, and the governance section offers little explanation of board involvement, investors must make those connections themselves.

A clear investment case brings these elements together. It explains how the business creates value, where management is directing resources, what could affect delivery, and how performance will be judged. It also gives leaders a consistent foundation for conversations with analysts, shareholders, and the media.


What it all adds up to: trust rests on conduct

Across very different topics, the same principles kept resurfacing: independent challenge, preparedness, evidence, accountability, and clarity. Boards need to ask difficult questions, prepare for uncertainty rather than try to predict it, and ensure their decisions can be supported by credible evidence. Technology may change how decisions are made, but it does not change who is accountable for them.

Ultimately, investors need to understand not just what a company is doing, but why. As David Gerald put it in closing, the tools may be new, but trust still rests on conduct. A clear investment case helps make that conduct visible, connecting strategy, competitive advantage, business model and performance into a coherent story of how the company intends to create long-term value.

It was a pleasure to be part of a conference that speaks directly to the work we do at Black Sun Global: building investor trust, improving corporate disclosure and supporting long-term value creation across Singapore's capital markets.

As the next reporting cycle approaches, companies have an opportunity to consider how convincingly their disclosures explain the decisions shaping their future.

To discuss how Black Sun can support your corporate reporting and investor communications, please get in touch with Beryl Leong, BLeong@blacksun-global.com. If you would like to talk about how your company can strengthen the way it explains its strategy and governance to investors, we would be glad to hear from you.


About Black Sun

Black Sun Global is a stakeholder advisory and engagement agency that's been driving transformation and positive change for ambitious brands for more than 20 years. With deep expertise in disclosure and reporting, ESG, sustainability, and digital engagement, we reshape how organisations connect with customers, investors, employees, and the wider world. 

We are trusted partners to some of the most influential global organisations, sparking innovation and sustainable performance through our strategic insights, partnerships, and proprietary technologies.

As founders of the Positive Change Group, we are on a mission to create a new kind of stakeholder relations partner. Our world-class specialists work closely with executive leadership teams to protect reputations, inspire trust, and promote responsible business practices - building resilience and long-term value in a rapidly changing world.

For more information, please visit: www.blacksun-global.com





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