COMPANIES (AMENDMENT) BILL

Order for Second Reading read.

The Second Minister for Finance (Mr Lim Hng Kiang): Mr Speaker, Sir, I beg to move, "That the Bill be now read a Second time."

Sir, the Companies Act was last amended in 1998 whereby a set of amendments was made as part of a wider exercise to update and modernise company legislation. The Bill before the House today represents the outcome of the review of the company legislation since then.

The greater part of the present Bill is devoted to the disclosure requirements in the Companies Act for offers or invitations to the public in respect of shares and debentures. This is essentially in response to the recommendations of the Corporate Finance Committee (CFC) to make Singapore a key financial centre for international corporate fund-raising activity. The main thrust of the Corporate Finance Committee's recommendations is that Singapore should shift from merit-based regulation to a disclosure-based regulatory regime to promote innovation, entrepreneurship, efficiency and business flexibility, while protecting the integrity of the securities market.

Accordingly, the present Bill seeks to improve provisions relating to the disclosure requirements in the Companies Act, exemptions from such disclosure requirements, the penalties for breach of disclosure requirements and submissions of financial statements. The other amendments are intended to enlarge the scope of the share buy-back provisions, improve the winding-up process of companies that are being used for purposes against national security or national interest, and make related amendments to the Business Registration Act.

We are also taking this opportunity to incorporate miscellaneous amendments to streamline the procedures and clarify existing provisions of the Act. Improvement on disclosure requirements

Section 45 of the Companies Act currently sets out the requirements for the content of a prospectus. Clause 5 repeals and re-enacts section 45 to replace the current checklist approach with a general test of what investors and their professional advisers would expect to find in a prospectus to make an informed investment decision. The new provision provides for the general disclosure test in the main Act whilst retaining the Fifth Schedule as a checklist.

A new section 45A will be introduced under clause 6 to provide for a mini-prospectus or a profile statement in addition to a prospectus, subject to certain conditions. The profile statement will be an abridged version of the full prospectus. It is meant to provide essential information at a glance, and make the information easier to read and digest. Investors who wish to do so can still refer to the full prospectus.

Another step to improve the disclosure requirement is to allow the issuance and lodgment of a supplementary or replacement document after the original prospectus has been lodged. This is provided under clause 10, which inserts a new section 50A that specifies the circumstances under which a supplementary or a replacement document could be lodged with the Registrar and issued to the public. This is to enable the issuer to update or rectify any statement that has already been made in a prospectus or profile statement. Currently, issuers have to either issue a fresh prospectus or press advertisement to inform investors of such changes. The new approach will be less time-consuming and costly.

Exemption from disclosure requirements

The amendments under clause 16 are intended to improve the existing provisions on exemptions from prospectus requirements under section 106D which are either too restrictive or outdated. For offers to sophisticated investors, the limit of 50 persons will be removed. The definition of "sophisticated investor" will also be refined. Individual sophisticated investors are now defined as individuals with total net personal assets exceeding $2 million or whose income in the last 12 months is not less than $300,000. For corporations, the total net assets must exceed $10 million.

Clause 7 amends section 46 to allow the Registrar to make an Exemption Order in relation to a class of prospectuses. This allows the Registrar to grant blanket exemptions and stipulate the conditions to be complied with for the issue of "preliminary" prospectus, used by issuers to gauge market interest before the actual issue.

Clause 18 amends section 119 to allow any person or class of persons to seek exemption from compliance with the requirements relating to interests other than shares and debentures. Currently, the exemption may only be granted to a public company in Singapore or a public company of a proclaimed country and is registered as a foreign company in Singapore.

Clause 27 amends section 400 to allow for direct sales of unit trusts to the investor, subject to certain safeguards.

Civil and criminal liability for breach of disclosure requirements

In line with the shift from merit-based regulation to a disclosure-based regulatory regime, all parties that are seeking funds from the public are expected to have collective responsibility to issue accurate documents that the public can rely on.

Clause 11 amends section 55 to expand the scope of civil liability for false or misleading statements or omissions in a prospectus or profile statement. The new section 55A provides that the person liable for the prospectus or profile statement is required to notify the issuer or offeror if he is aware of any material deficiencies. Section 55B provides for the defences to persons potentially liable for the prospectus or profile statement under section 55(1).

Clause 12 repeals and re-enacts section 56 to provide for criminal liability for false or misleading statements, or omissions in a prospectus or profile statement, which are materially adverse from the viewpoint of an investor.

Improvements on submission of financial statements

Clauses 20, 21 and 22 seek to improve the submission of financial statements.

Clause 20 introduces a new section 200(2A) to allow a subsidiary, which is a foreign company, to end its financial year within two months before its holding company. This is to facilitate timely reporting of group accounts.

Clause 21 amends section 201 to shorten the time given for publicly listed companies to present their annual reports. Instead of the current 6 months, a public listed company must now present its profit and loss account not more than five months after the financial year-end. Clause 22 amends section 201A to allow the Registrar to exempt the directors of a holding company from complying with the requirement for consolidated accounts to be issued only after receiving the accounts of subsidiaries. This will allow auditors to express their opinion on the consolidated financial statements of the subsidiaries without all the financial statements of the subsidiaries having been signed off by their respective auditors.

Extension of Buy-back Provisions

Besides all these changes to the disclosure requirements, we are also making some amendments to the other segments. Let me now turn to the extension of the buy-back provisions.

Currently, companies are allowed to buy back up to 10% of their issued ordinary share capital within a period of 12 months. Clause 13 amends section 76B to extend the share buy-back to preference shares, both redeemable and non-redeemable. The purpose is to give companies more flexibility in determining their capital structures and improving the efficiency of their capital deployment.

There will be no volume limit on the buy-back of redeemable preference shares as such shares are not part of a company's permanent capital. In contrast, non-redeemable preference shares are part of a company's permanent capital. Hence, they cannot be returned or otherwise cancelled except in the event of a capital reduction exercise or liquidation of the company. To protect the interests of creditors, the same safeguards for the buy-back of ordinary shares will apply to the buy-back of non-redeemable preference shares. Companies will be allowed to buy back up to 10% of their issued non-redeemable preference share capital within a period of 12 months.

Improvement on the Winding-up process of Companies and De-registration of Businesses

In the existing Companies Act and the Business Registration Act, there are currently provisions for the winding-up of companies by the Court and cancellation of businesses by the Registrar if the company or business is used for unlawful purposes, or for purposes prejudicial to public peace, welfare or good order, or on grounds of national security or interest. However, the actual process and procedures of winding up or cancellation are not spelt out.

The proposed amendments seek to make clearer the circumstances under which a company or business may be wound up on grounds of national security or interest. The winding up process in the Companies Act as well as the cancellation process under the Business Registration Act will be harmonised with the dissolution process under the Societies Act. It clearly spells out that the Minister for Home Affairs is the definitive authority on what constitutes a threat to national security or interest, and the process by which such companies or businesses can be wound up.

Other Miscellaneous Amendments

The other miscellaneous amendments are essentially to update the Act, streamline the procedures and to clarify existing provisions. These include amendments to allow the Registrar to rectify the registers where there is a typographical or clerical error, to clarify that no person shall make a public offer unless a prospectus or a profile statement has been registered with RCB, and that options or warrants would also require prospectuses if they are offered to the public.

Sir, I beg to move.

Question proposed.

Mr Leong Horn Kee (Bishan-Toa Payoh): Mr Speaker, Sir, I wish to speak in support of this Bill.

As the Second Minister for Finance has said, this Bill is introduced with the purpose of improving the disclosure requirements of public listed companies and thereby elevating the standards of corporate governance. Sir, the importance of good corporate governance is well accepted. Deputy Prime Minister BG Lee Hsien Loong has said previously, and as the Minister has just mentioned, that world class standards of corporate governance are vital pre-requisites for Singapore to become an international financial sector.

For Singapore to grow as a financial centre and to attract more foreign institutional investors, Singapore will need to have a high standard of corporate governance. However, I wish to remark that in Singapore's context, there are still occasions when rumour-mongering has affected the share prices of some counters in the SGX which led to a fair amount of speculative trading. Recent examples are counters in the electronic sector where for many weeks, there have been rumours of takeover by foreign companies which were denied by the companies themselves. Sir, such undesirable practices are detrimental to the good image of the SGX.

I would like to suggest that SGX should endeavour to curb such speculative rumour-mongering and also to remind companies to exercise due care in preserving price-sensitive information, ensure early disclosure of any price-sensitive information or discussions, and avoid possible insider trading.

Sir, I am in support of all the amendments that the Minister has explained earlier. It is known that the MAS has set up a few committees as part of the Government's plan to review the corporate framework for good corporate governance in Singapore. I feel that there is one proposal which deserves serious consideration and in fact quick implementation, that is, to introduce quarterly reporting of financial statements or financial results for listed companies. Quarterly reporting has already been in place in the USA for several years. Malaysia has also implemented this policy from this year and it was implemented smoothly.

I would like to suggest that Singapore should also adopt this requirement of quarterly reporting so as to ensure that the local companies will disclose their financial performance on a more regular basis. Although this policy would mean more onerous accounting and reporting by companies, I believe it will ensure more transparency of the companies' performance.

Sir, I support the Bill.

Mr Sin Boon Ann: Mr Speaker, Sir, thank you for the opportunity to speak on the Companies (Amendment) Bill which I rise in support of.

Before I proceed, Sir, let me declare my interest in the subject matter. As a practising solicitor, I have, on occasions and from time to time in the course of my professional work, to deal with the provisions of the Companies Act and its amendments.

This Bill seeks to improve, among other things, the disclosure requirements in the Act for offers or invitations to the public; the exemptions from disclosure requirements and to widen the scope of the share buy-back provisions in the Act. I believe these amendments are part of the ongoing review and reform which the Government is undertaking with respect to the Act and the other related legislation.

Sir, while I am agreeable to the efforts of the Government to improve the provisions of the Act, I do have a number of concerns that are raised by the Bill and ones which I hope to canvass before this House today.

To begin with, there is the issue of the public offer. One appreciates that an underlying objective of the Act is to protect members of the public from unscrupulous promoters. Here the Act makes a distinction between a public and a private offer. Where an offer to apply for shares or other relevant securities is made to the public, the Act requires a full disclosure of all material information in the form of a prospectus registered with the Registry of Companies. The same, however, is not required in cases of private offers; presumably because the public at large is not at risk.

Singapore, as with most other common law jurisdictions, uses the concept of the "public offer" to determine whether or not an offer of securities ought to be regulated by the authorities. However, what constitutes a "public offer"? Unfortunately, "public" is an open textured word. Except for very specific exemptions, there is not much in the Act by way of guidance as to the constitution of a public offer. A random offer of securities to just one member of the public who is not known to the offeror may constitute an offer to the public. On the other hand, an offer that is made to a sizeable number of family members and friends, even if these people are just acquaintances, are not typically treated as public offers. In the first instance, a prospectus filed with the Registry is necessary whereas it is not in the second instance. For many, it is often a judgment call as to whether or not an offer to investors is really a public offer for which a prospectus is required.

Sir, when you think of it, the distinction between a public offer and a private offer is both an artificial and unrealistic one. Why should an offer randomly made to just one member of the public be more deserving of protection than an offer made to a wide group of people who are tenuously linked to the offeror? From my limited experience, companies raising funds often compile information memoranda that are circulated among interested parties. I have seen many of these documents around. Such documents are intended for private circulation and consumption. Often there are express words to the effect that the information memorandum does not constitute a public offer and therefore is not registered as a prospectus for the purposes of the Act. It seems that this is an accepted practice in the industry in order to circumvent, rightly or wrongly, the prospectus requirements of the Act.

Sir, you will appreciate that to prepare a fully compliant prospectus is both a costly and labour intensive exercise; and this is one reason why many promoters loathe to stray into areas that require prospectus filing and the preparation of which is subject to extensive due diligence exercises, filing and declaration requirements. In fact, in relation to the size of the capital to be raised, the effort of compiling and filing a prospectus may not be worth the while. Sometimes companies, especially the technology start-ups that do require capital are not the ones who are in a position to pay for the high transactional costs that come with the preparation of a prospectus. I suspect that the reality is far from the ideal. Many promoters, I believe, canvass the public widely for funds even if it was ostensibly done in a private manner and without the proper filing.

This difficulty is often compounded by the fact that the policy of public protection has never been consistently maintained. For now, this Bill recognises and seeks to protect, in a highly regulated and demanding manner, members of the public in respect of investments in securities. However, Sir, as I have maintained in previous sittings of this House, such a regiment of protection is not similarly applied in other forms of investments. I did mention in previous sittings of this House about investment promotions in Singapore of real estates overseas, of investments in time-share apartments, and of purchases of ostrich eggs, as examples of inconsistency with which the subject matter has been approached by the Government.

Sir, we have to decide on a consistent approach on the issue of investor protection. If the principle is one which I have heard before, and that is caveat emptor, then the same approach should also be applied in the case of public offer of securities.

We should not just use the concept of a public offer as forming the basis of deciding whether or not the activity ought to be regulated. Rather, we should consider the issue of balance and proportion. Does it make sense to go through the whole routine of prospectus filing for a small fund raising exercise? Are there alternative ways to raise funds that would afford a better level of protection for the investors and yet at the same time not put too many obstacles and demands on the promoter?

At the moment, Sir, there are some who are of the view that the onerous requirements of prospectus filing may be dispensed with for small capital raising exercise. In such cases, because the exposure to the public is rather limited in scope, a full compliance with the prospectus requirements of the Act may not be necessary or required. In Australia, for instance, under the Corporations Law, small scale offerings are permitted without the requirement of a prospectus, if a person makes `personal offers' of securities to no more than 20 or fewer persons with no more than $2 million being raised in any rolling 12-month period. The Australians have presumably applied the principle of caveat emptor. One would suppose that the limited nature of the offering in numerical terms would help to moderate the risk of massive fraud in the absence of a registered prospectus. In Singapore, for the reason that we have applied the principle of caveat emptor in most areas of investments, we should perhaps in a consistent manner adopt the example of the Australians and similarly dispense with prospectus requirements for small scale offerings.

Having set out my comments on the broader picture, I now turn my attention to some of the drafting details in the Act.

Clause 5 of the Bill sets out the new section 45 of the Act. Section 45 prescribes the contents which prospectuses must have. These would include, inter alia, all information that investors and professional advisers should reasonably require to make an informed assessment. Incidentally, such prospectuses should contain information only to the extent to which it is reasonable for investors and their professional advisers to expect to find in a prospectus.

Sir, to require prospectuses to contain all information that investors and their professional advisers would reasonably require is to place unnecessary and overtly onerous burden on the people concerned. While every effort would be made by the directors and professional advisers to provide all information, whether or not all information has been provided is always determined with the benefit of hindsight. Until then, one can never be certain whether or not all information has been provided, and until such information is challenged, the parties concerned would always be unsure as to whether or not they have discharged their duties in this regard. I note that under subsection (2), the information required should relate to what is reasonable for the investors and their professional advisers to find in the prospectus and such information extends only to what is known and in the circumstances ought reasonably to have been obtained by making enquiries. Nonetheless, the burden still remains and the element of uncertainty will always be there. I would therefore urge the Minister to consider moderating the language of section 45 in order to reduce the extent of the burden placed on people providing such information.

Subsections 3(b) and (d) of section 45 appear to be repetitive at first brush. On closer examination, it appears that information is to be provided on the corporation whose shares are the subject matter of the offer whether or not it is the corporation that is offering the shares or the person having a controlling interest in the corporation who is offering the shares. If that were the case, subsections (b) and (d) should have been drafted as one subsection. Additionally, in the way it is drafted, subsection (d) gives rise to uncertainties as there is no definition of what the word "control" means and the words "underlie the offer or invitation" could have simply been substituted with "the corporation whose shares are being offered".

Clause 8 amends section 38 of the Act by replacing it with a new provision. On a plain reading of the new section 48(1) and (2), it seems that subsection (1) is repetitive and could have been done away with altogether. Sir, both subsections deal with the prohibition against advertisements unless the provisions of the Act are complied with. I fail to see, Sir, why subsection (1) should be there in the first place. Perhaps the Minister could explain.

Under subsection (4) of section 48, it is a further requirement that an advertisement of an offer or an intention to offer shares must contain certain additional information. These would include, for instance, a statement that identifies the offeror and the shares or debentures or units of shares or debentures. Unfortunately, Sir, what the section does not indicate is how the information required by the section is to be passed on to members of the public. Very often, Sir, either in the print media or on television, the obligatory reference to these statements is carried out either in fine print or in quick flashes across the screen, such that it made a mockery of the mandatory requirement that the information be set out clearly in the advertisement. This is clearly an instance where the people concerned would just notionally comply with the requirements of the Act but are not necessarily in keeping with its spirit by ensuring that the information required under subsection (4) is clearly passed on to the readers or the audience.

Subsection (8) of section 48 provides that an advertisement or publication does not contravene the prohibition in the section, amongst other things, if the document is a notice or report by the corporation or one of its offices about its affairs to the Exchange or is a report by the corporation or one of its offices of a general meeting. There are several other exceptions in the section. It would appear that this section presupposes documents calling attention to an offer to be advertisements. Against this white canvass, rather detailed exceptions are set out. Sir, in law, we have the principle that express inclusion is implied exclusion. While the proposed amendment seeks to set out a comprehensive list of documents that would be exempted from the advertising restriction, it nonetheless raises queries in respect of other documents that are not referred to therein and that may therefore potentially qualify as an advertisement for the purposes of the Act. For instance, section 210 schemes may inadvertently be caught by this definition because there are potentially schemes that, when implemented, would draw the public's attention to an offer of shares or intended offer of shares. Additionally, there could also be certain directors' reports which, on some occasions, may be publicly published that are not covered under the exceptions.

Rather than clearing any confusion, specific exemptions on some advertisements give rise to the greater concern of whether other documents not referred to in the subsection are necessarily advertisements simply because they are not specifically mentioned in the subsection. After all, Sir, express inclusion is implied exclusion.

Clause 11 of the Bill revises section 55 of the Act, Sir. Section 55, Sir, as you are aware, sets out the civil liability for false and misleading statements and omissions. Under subsection (1), the Act provides that persons referred to in subsection (3) shall be liable to compensate any person who suffers loss or damage as a result of false or misleading statements in or omissions from the prospectus or the profile statement, even if such persons are not involved in the making of false or misleading statement or the omission. Subsection (3) sets out a list of such persons and, in particular, includes a person named in the prospectus with his consent as having made the statement. That person typically would refer to the professional such as the accountants, the valuers and the solicitors. Subsection 3(e) also provides that the person named in the prospectus shall be liable in respect of the inclusion of that statement in the document.

Sir, subsection (e) when read with subsection (1) is not clear. While it is understandable that a valuer who puts his report in the prospectus would be liable for the valuation and nothing else, one would like to know the scope of liability for, say, the solicitor in the prospectus whose name has been included in the prospectus with his consent but whose involvement in the drafting of the prospectus would make it difficult for him to be attributable to any particular statement. Indeed, one would have great difficulty locating any specific statement as being attributable specifically to the solicitor or the auditor since they typically provide broad and general advice on the drafting of the prospectus. Indeed, in some cases, it is the solicitors who are responsible for the drafting of the prospectus. Does it mean therefore, Sir, that the solicitor or the auditor is responsible for the entire content in the prospectus or the profile statement since subsection (1) says the person shall be liable even if such person was not involved in the making of the false or misleading statement or the omission? If it were so, the burden would be very heavy on the professional advisors indeed. The flipside, on the other hand, is that professional advisors would take extreme caution in the preparation of the prospectus and the profile statement. This would invariably add to the cost of documentation. I am not sure whether such an outcome would necessarily serve the interest of Singapore. Perhaps, the Minister could clarify the ambiguity here.

Clause 13 amends section 76(B) of the Act by widening the scope of share buy-back to include, inter alia, preference shares as well. In our earlier debate when the Act was amended to accommodate share buy-back, I understand that the 10% threshold was a ceiling arbitrarily set because of the relative uncertainty as to how share buy-backs are likely to be implemented in Singapore. Looking at the overall scheme of things, one wonders why there needs to be any ceiling on share buy-backs at all. Ultimately, what matters most is that the company must be solvent at the time when the share buy-backs exercise is carried out. If the company wishes to run its capital down by a margin of more than 10%, I cannot see why we should put any restrictions on the company to undertake such an exercise if the company is solvent. I would therefore like to urge the Minister to consider, for future exercises, whether or not to lift the 10% restriction in respect of share buy-backs.

Mr Thomas Thomas (Nominated Member): Mr Speaker, Sir, I support the amendments to protect the interests of investors. I agree with the need for greater disclosure and better governance. However, I am a bit disappointed there was not the same level of zeal to protect the interests of employees.

The review the Minister spoke about has apparently not covered this aspect. Employees are important. They make or break the enterprise. And if the enterprise fails, shareholders will only lose the money they invested in the enterprise. Employees, on the other hand, stand to lose their livelihood if the enterprise fails. Through salaries, employees maintain their families, their standard of living, send their children to school, service their homes, housing loans and a whole lot of things. The price of losing one's livelihood compared to losing money in an investment is very much more painful.

Section 328 of the Act gives greater retrenchment benefits, workman's compensation, CPF contributions, leave pay, preference in the event of a liqudiation. This is right and it is good. However, the maximum of five months' salary or $7,500, whichever is lower, was fixed in an amendment in 1993. It was seven years ago. The average wage in 1993 was $1,918. In 1999, the average monthly wage has risen to $2,813. This reflects an increase of nearly $900 or 47%. I submit that it is actually time to adjust this figure.

Another aspect I would like to see is an amendment regarding judicial management. It is silent over monies owed to workers. Under judicial management, workers are not preferential creditors. Workers tend to lose if judicial management fails. This appears to be a contradiction with section 328 of the Act. I therefore urge the Minister to consider these aspects and make amendments to better protect the interests of workers.

Mr Gerard Ee: Mr Speaker, Sir, I rise to support the Bill. However, I would like to make a couple of comments on clauses affecting the financial statements. I would like to express relief that foreign subsidiaries will, in future, be allowed to adopt a financial end which is up to two months earlier than that of the parent company. In addition, there will be the avenue for a specified or class of companies within the group, whether incorporated in or out of Singapore, to be exempted from compliance with section 201(a)(6). For a long time now, groups have been agonising over the provision of section 200 which requires a subsidiary to have a year end which is coterminous with that of the parent company and section 201(a) which requires that the audited accounts of all the subsidiaries must be received before the audited consolidated account of the parent can be issued.

It is not uncommon for groups to comprise 50 or more companies. Making it compulsory for all the companies in the group to have a coterminous year end stretches the resources of the accounting department. If some of the subsidiaries are established in countries where there is a limited accounting resource and where the accounting needs are vastly different from the standards set in Singapore, it becomes a nightmare. The proposed changes are therefore welcomed as it provides vital relief to a problem faced by a growing number of companies as they regionalise. The requirement proposed by the Bill is to gazette exemption from compliance with section 201(a)(6). As few members of the public would have access to the gazette, I suggest that the directors' report should disclose this fact on the face of it together with the grounds for the exemption. This will alert the readers of the accounts that such exemption has been granted and the reasons behind it so that they can form their own judgement and react to the exclusion.

It is also a relief that public listed companies have to hold their AGM within five months of the financial year end. It has been rumoured that the change would be to require such AGM to be held within four months in the light of the forthcoming application of certain new or revised accounting standards which expands the disclosure regime. In time, public listed companies would be eager to hold their AGM even earlier to demonstrate their efficiency and good corporate governance.

Sir, I support the Bill.

Mr Lim Hng Kiang: Mr Speaker, Sir, first, let me thank Members for their comments and various suggestions. Let me first explain the context by which this Amendment Bill is put up. As Members are aware, we have three committees led by the private sector to look at the whole range of issues. There is the Committee on Company Legislation and Regulatory Framework which will review the Companies Act. The second committee is on Disclosure and Accounting Standards which Mr Gerard Ee referred to. And there is a third Committee on Corporate Governance on what constitutes corporate governance and how we should bring our standards closer to the best practices in the world. While these three committees are doing and reviewing their work and they project that they will be able to come out with their recommendations some time next year, we felt it necessary to make these amendments to the Companies Act following the recommendations of the Corporate Finance Committee. So this Amendment Bill is very much a work in progress while many of the other issues which Members raised are still being resolved by the three committees.

So I would like to assure Members who raised these suggestions that these issues are indeed taken care of by the three committees, as I am sure you are all aware, and in the course of their deliberations, they will take the Members' views into consideration. So I would like to thank Members for their comments. But for the purpose of putting in place some of the recommendations put up by the Corporate Finance Committee, we felt it necessary to introduce this first so that it does not impede the workings in the companies. We all know that the business world is very varied and a single Act like the Companies Act will have to cover a wide range of circumstances and therefore this requires quite a lot of deliberations and work. So I hope Members will bear with us while we let these three committees do their work and we will come back to the House some time next year with more comprehensive amendments to the Companies Act after we have done a review of the accounting and disclosure standards and after we have gone through the corporate governance standards.

Question put, and agreed to.

Bill accordingly read a Second time and committed to a Committee of the whole House.

The House immediately resolved itself into a Committee on the Bill. - [Mr Lim Hng Kiang].

Bill considered in Committee; reported without amendment; read a Third time and passed.