“Say on Pay” refers broadly to the right of shareholders to vote on the remuneration policies and packages of senior officers of a listed company, most commonly directors and the Chief Executive Officer.[i] While some jurisdictions have institutionalised this right through binding legislative mandates, others rely on softer governance mechanisms such as non-binding votes and enhanced disclosure obligations.
This article summarises how “Say on Pay” rules relating to executive remuneration operate across selected jurisdictions, comparing them across various dimensions such as the legislative and policy framework governing executive remuneration; the frequency with which remuneration votes are held; whether such votes are binding or advisory in nature; the scope of individuals whose remuneration is subject to disclosure or shareholder oversight; the components of remuneration that must be disclosed; and voting exclusions.
I then propose a version of “Say on Pay” that Singapore can consider adopting.
“Say on Pay” Regimes in Selected Countries
Table 1 provides a summary of “Say on Pay” regimes in six different countries – UK, USA, Australia, Germany, France and Switzerland. In most cases, the shareholder vote is advisory in nature, with some exceptions in UK, France and Switzerland, either for the remuneration policy (UK, France) or the remuneration report/total remuneration (France, Switzerland). Countries also differ on other aspects such as the individuals covered and whether there are explicit voting exclusions.
| Country | Type of Votes | Scope of Coverage | Disclosure Components | Voting Exclusions | Other Features |
| UK | Advisory vote every year on packages
Binding vote on remuneration policy at least every 3 years |
Directors (executive and non-executive directors) | Single total figure, disaggregated into defined categories, including salary or fees, taxable benefits, annual performance-related incentives received, long-term incentive awards vesting during the year, pension-related benefits, and any other items of remuneration not captured within the preceding categories | None | |
| USA | Advisory vote on compensation every one, two, or three years
Advisory frequency vote at least once every six years
Advisory vote on certain compensation arrangements in connection with change-in-control transactions (often referred to as golden parachute arrangements)
|
Named Executive Officers (Principal executive officer, principal financial officer, three other most highly compensated executive officers, and up to two additional individuals for whom disclosure would have been required because of their compensation level but who were not serving as executive officers at the end of the fiscal year.) | Summary Compensation Table (SCT) which provides a standardized, three-year presentation of total compensation for each Named Executive Officer. Compensation is disaggregated into defined categories such as salary, bonus, equity awards, non-equity incentive compensation, changes in pension value, and other compensation. Equity awards to be reported at grant-date fair value. | No exclusion, except brokers are prohibited from casting discretionary uninstructed votes on behalf of clients on the say-on-pay and say-on-frequency votes, and must have specific client instructions before voting on these matters. | |
| Australia | Advisory vote every year on remuneration report which covers the board’s policy for determining the nature and amount of remuneration, an explanation of the relationship between remuneration policy and company performance, detailed quantitative information regarding KMP remuneration, the terms of performance-based incentives, contractual arrangements, and disclosure concerning the engagement of remuneration consultants. | Key Management Personnel (KMP), as defined under AASB 124 Related Party Disclosures | Executive remuneration to be disclosed in a prescribed tabular format, which disaggregates total remuneration into six defined categories of short-term employee benefits, post-employment benefits, other long-term employee benefits, termination benefits, and share-based payments | KMP whose remuneration details are included in the remuneration report, and their closely related parties, are expressly prohibited from casting any vote on the resolution to adopt the remuneration report, whether in person or by proxy. The same prohibition extends to the spill resolution. | Two strikes rule: If at least 25 percent or more of votes are cast against the remuneration report at two successive AGMs, the company is required to put a spill resolution to shareholders at that same AGM. If the spill resolution is approved by a simple majority of votes cast, the company is required to convene a spill meeting within 90 days, at which all directors in office at the time the directors’ report was approved other than the managing director must stand for re-election. |
| Germany | Advisory vote at least once every four years on remuneration framework
Advisory vote every year on remuneration report which details the remuneration granted and owed |
Members of the Management Board and Supervisory Board | The report must disclose all fixed and variable remuneration components granted and owed during the financial year and present their relative proportions within total remuneration. It must explain how these components correspond to the approved remuneration system and how they promote the company’s long-term development. Where variable remuneration is involved, the performance criteria applied and the extent to which targets were achieved must be described. The report must further include a five-year comparative presentation showing the development of individual remuneration, company performance, and average employee remuneration on a full-time equivalent basis. In addition, it must disclose share-based awards and their key terms, any exercise or vesting conditions, the use of clawback mechanisms, compliance with maximum remuneration caps, any deviations from the remuneration system and the reasons for such deviations, and benefits relating to termination of office. | None | |
| France | Binding vote annually on remuneration policy
Binding vote annually on remuneration report, and individual binding votes on the fixed, variable, and exceptional items making up the total remuneration and benefits of any kind paid during the past financial year or awarded in respect of that same year |
Corporate officers, which encompass both executive and non-executive members of a company’s governing bodies | Remuneration report must detail the remuneration awarded or due to each corporate officer for the preceding financial year. The report must provide a breakdown of each officer’s total remuneration, distinguishing between fixed remuneration, variable remuneration (such as annual bonuses, long-term incentives, and share-based awards), and exceptional payments, including severance payments, non-compete compensation, or post-mandate pension benefits. In addition, the report must explain how the performance criteria established in the remuneration policy were applied in practice. | None | |
| Switzerland | Binding vote annually on the total remuneration of the board of directors, the executive board, and the advisory board, with separate votes required for each governing body. | Members of the board of directors, members of executive management, and members of the advisory board where such a body exists. Remuneration paid to certain former members must also be disclosed where it is connected to their prior functions. | Remuneration report that covers fixed and variable cash compensation, profit-sharing arrangements, commissions, participation in business results, and benefits in kind. Equity-based compensation is expressly included, covering the allocation of shares, conversion rights, and option rights. | None | Explicit statutory prohibitions on certain forms of remuneration, including severance payments contractually agreed in advance, advance remuneration payments, transaction-related bonuses, and unjustified compensation linked to post-employment non-competition obligations. |
Table 1: Summary Comparison of “Say on Pay” Frameworks in Selected Countries
Singapore Rules on Director and Executive Remuneration
Before we consider whether Singapore should adopt a “Say on Pay” regime similar to the other countries covered in this report, we should first understand what “say” shareholders in Singapore currently have over the remuneration of directors and senior executives. Singapore’s current regulatory framework for director and executive remuneration is broadly in line with most Asian jurisdictions.
Companies Act
There are a number of sections in the Companies Act 1967 that cover directors’ and officers’ remuneration.
Approval by shareholders
First, section 169 requires the provision and improvement of director’s emoluments to be approved as a standalone resolution at a general meeting of shareholders.[ii] As the section refers to director’s emoluments “in respect of his or her office”, this has been interpreted to exclude remuneration received by a director as an executive. That is, if a director is an executive director, only the fee paid for his role as a director (if any) would be included in the total emoluments/fees to be approved by shareholders at the AGM. Salary, annual bonus, long-term incentives and benefits paid to him as an executive are not subject to shareholders’ approval. For companies that do not pay executive directors a separate fee for serving as a director, only the remuneration paid to non-executive directors is included in the total amount that is subject to shareholders’ approval.
Section 169 does not require a remuneration report listing out the remuneration of each director to be approved by shareholders. Only the total emoluments paid to all the directors collectively are required to be approved by shareholders. How much each individual non-executive director is paid is not subject to shareholders’ approval.
There is one exception. Under section 168, payments to a director “for loss of office as an officer of the company or of a subsidiary of the company or as consideration for or in connection with his or her retirement from any such office” is subject to shareholders’ approval. These include termination payments paid to executive directors.[iii]
However, there are exclusions for this requirement. First, approval is not required if “particulars with respect to the proposed payment, including the amount thereof, have been disclosed to the members of the company and the proposal has been approved by the company in general meeting”. Second, approval by shareholders is not required if: (a) the payment is based on an existing legal obligation arising from an agreement made between the company and the director, (b) “the amount of the payment does not exceed the total emoluments of the director for the year immediately preceding his or her termination of employment; and (c) the particulars of the proposed payment, including the amount, have been disclosed to the members of the company upon or prior to the payment.[iv]
Other exceptions apply, including: (a) “any payment under an agreement particulars of which have been disclosed to and approved by special resolution of the company”, (b) “any bona fide payment by way of damages for breach of contract”; (c) “any bona fide payment by way of pension or lump sum payment in respect of past services, including any superannuation or retiring allowance, superannuation gratuity or similar payment, where the value or amount of the pension or payment, except insofar as it is attributable to contributions made by the director, does not exceed the total emoluments of the director in the 3 years immediately preceding his or her retirement or death”; and (d) “any payment to a director pursuant to an agreement made between the company and him or her before he or she became a director of the company as the consideration or part of the consideration for the director agreeing to serve the company as a director”.[v]
Disclosure of individual directors’ emoluments
Under 164A of the Companies Act, if at least 10% of the total number of members of the company or a member or members with at least 5% of the total number of issued shares of the company (excluding treasury shares) serve notice on the company requiring the emoluments and other benefits received by the directors of the company or of a subsidiary to be disclosed, the company must within 14 days or such longer period as the Registrar may allow, “prepare or cause to be prepared and cause to be audited a statement showing the total amount of emoluments and other benefits paid to or received by each of the directors of the company and each director of a subsidiary; including any amount paid by way of salary, for the financial year immediately preceding the service of the notice.”[vi]
The company must within 14 days of the statement being audited, send a copy of the statement to all persons entitled to receive notice of general meetings of the company, and lay the statement before the next general meeting of the company held after the statement is audited”.[vii]
To my knowledge, this section has only been used twice, at Natsteel and Raffles Education, where the same shareholder had used his power under section 164A to compel the company to make the audited disclosures of the remuneration paid to each director.
Abstention from voting
The Companies Act contains no provision requiring directors who are also shareholders to abstain from voting on their own fees. However, company constitutions may require such abstentions.
SGX Listing Rules
The SGX Listing Rules impose disclosure obligations on listed issuers regarding director and executive remuneration. Rule 1207(10D)[viii] of the SGX Listing Rules (Mainboard) and Rule 1204(10D)[ix] of the SGX Listing Rules (Catalist) require listed issuers to disclose the exact remuneration paid to each individual director and the Chief Executive Officer on a named basis, together with a detailed percentage breakdown of the remuneration components. This breakdown may include base or fixed salary, variable or performance-related pay, benefits in kind, share options, share-based incentives, and other long-term incentive arrangements.
In April 2026, SGX Regco issued a consultation paper which proposes to introduce a requirement for issuers “to describe in their annual reports the key financial and non-financial performance indicators used to determine remuneration of its executive directors and executive officers, and how these indicators are aligned with the issuer’s long-term value creation objectives.” It also consulted on whether it will be useful “for issuers to disclose any material changes to these key financial and non-financial performance indicators from the immediately preceding financial year, and explain the reasons for such changes.”[x] Such disclosures are already widely practised in other jurisdictions.
Share-based remuneration
Chapter 8 of the Mainboard Rules and Catalist Rules, which covers requirements relating to change in capital, requires shareholders’ approval for the adoption of share option schemes or share schemes. The focus here is on protecting shareholders against risks of dilution from the issue of shares or share options under these schemes. These rules do not apply to remuneration schemes where the remuneration is paid in cash, even if they are denominated in shares, such as cash-settled equity awards. One SGX-listed issuer which uses such cash-settled awards is City Developments, for its Group CEO, who is also an executive director. This scheme did not require shareholders’ approval.
Rule 843 states that shareholders’ approval must be obtained for any share option scheme or share scheme implemented by the issuer or its principal subsidiaries, with an exemption for schemes implemented by the latter if they are listed on an approved exchange that has rules which safeguard the interests of shareholders. These rules also impose certain restrictions on the terms of the schemes and require certain disclosures to shareholders.[xi]
Under Rule 859 of the SGX Mainboard Listing Manual (and its equivalent Rule 858 for the Catalist Listing Manual), directors and employees eligible to participate in a scheme being put to shareholders for approval are required to abstain from voting on that resolution, with the restriction extending to their associates.[xii]
Interested person transactions
Chapter 9 of the SGX Listing Rules on interested person transactions (IPTs) include “the provision or receipt of goods and services” as a transaction that may be covered by the Chapter 9 rules.[xiii] However, Rule 915 (8) specifically excludes director’s fees and remuneration, and employment remuneration, from the IPT rules.[xiv] However, it states that “golden parachute payments” are an exception, which would imply that such payments could be considered an IPT. However, it is unclear how SGX would assess whether a payment is a “golden parachute payment”.
A Proposed “Say on Pay” Model for Singapore
I have often heard the view that excessive remuneration is not an issue in Singapore. However, one only has to look at the remuneration of executive directors at companies such as Best World (which has since been delisted), Hong Fok and Rex International to know that this is not the case. Questions regarding remuneration of executive directors have also come up in other companies such as Lian Beng, Old Chang Kee, Raffles Education and Sheng Siong.
It is not only founder- and family-controlled companies that may be paying excessive remuneration but because they dominate our stock exchange in terms of number of such issuers, they are the ones where this issue would be most prevalent. Such issuers have the problem that those who are receiving the executive directors’ or senior management’s remuneration are often controlling shareholders or their associates. They are therefore in a position to influence their remuneration through their ability to appoint or remove independent directors who serve on remuneration committees that set their remuneration.
Conceptually, remuneration paid to controlling shareholders or their associates is arguably no different from payment for the provision of goods and services to an entity owned by the controlling shareholder. However, from a practical standpoint, it is difficult to regulate director and executive remuneration through binding IPT or similar rules which allow independent shareholders to reject such remuneration because such remuneration is governed by contractual agreements or service contracts. Rejection of remuneration by shareholders may cause breaches in these agreements and contracts. It may also be over-reach by shareholders to determine how much executive directors and senior executives should be paid. Therefore, carving out such remuneration from IPT rules recognises the impracticality of regulating it like an IPT even though conceptually, remuneration is similar to payment for the provision of goods and services governed by IPT rules.
In other jurisdictions where advisory votes are used, the shares of most issuers are widely held. The appointment of independent directors is generally not determined by controlling shareholders. Directors who ignore shareholder dissent over remuneration face the risk of being voted out by public shareholders. Therefore, even an advisory vote is likely to be taken seriously by directors. In Australia, the “two-strikes” rule and “spill” vote gives more teeth to the advisory vote.
Giving shareholders a non-binding (advisory) vote here may simply result in such votes being ignored as public shareholders generally have little influence over the appointment of directors. One can observe that shareholder dissent regarding excessive remuneration over many years in companies like Hong Fok has had little impact. At the recent Hong Fok AGM, an angry shareholder lashed out at the board, saying that he was tired of repeatedly being told that the board will take on board comments, but nothing seemed to have changed.
Nevertheless, for reasons explained earlier, while a binding vote may be conceptually appealing for cases where remuneration crosses certain thresholds, such as relative to revenue or profit, it would not be feasible.
Therefore, an advisory vote, which can be implemented in cases where remuneration crosses certain thresholds, may still the best, if not the ideal, solution. However, my recommendation is that such a vote should clearly show the views of non-controlling shareholders. Therefore, this vote should either only be limited to independent shareholders, or it should show the number of shareholders, not just the percentage of shares, voting for and against. In fact, I would argue that a case can be made for showing the number of shareholders voting for and against each resolution at AGMs here, so the minority support for resolutions is clearer. This is currently practised for Bursa-listed issuers, and we should implement it here.
An advisory “Say-on-Pay” vote which shows the breakdown in number of shareholders voting for and against remuneration may put more pressure on the Remuneration Committee and independent directors to explain why they continue to endorse the remuneration packages despite minority shareholders’ objections, and how they are discharging their duties to the company and all shareholders. I believe this strikes the appropriate balance between accountability to shareholders and continuing to allow the board to determine how and how much to pay executive directors and senior management.
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The author is Professor (Practice) of Accounting and Director of the Centre for Investor Protection at NUS Business School. He is also the Chairman of GDInstitute Ltd (GDI) and a director of Corporate Monitor Ltd (CML). This article is based on a forthcoming issue of Viewpoint published by the Centre for Investor Protection. Any views expressed in this article are the author’s personal views. He acknowledges the excellent research assistance provided by Sunil Mathew Thomas, a Bachelor of Business Administration (Accountancy) Honours student, who is doing a second Major in Finance, at NUS Business School, National University of Singapore.
Endnotes:
[i] Randall S. Thomas and Christoph Van der Elst, “Say on Pay Around the World,” Washington University Law Review 92, no. 3 (2015): 653, https://wustllawreview.org/wp-content/uploads/2021/10/92.3.3.pdf.
[ii] Companies Act 1967 (Singapore), s. 169, https://sso.agc.gov.sg/Act/CoA1967?ProvIds=pr169-.
[iii] Companies Act 1967 (Singapore), s. 168, https://sso.agc.gov.sg/Act/CoA1967?ProvIds=pr168-.
[iv] Ibid.
[v] Ibid.
[vi] Companies Act 1967 (Singapore), s. 164A, https://sso.agc.gov.sg/Act/CoA1967?ProvIds=pr164A-.
[vii] Ibid.
[viii] Singapore Exchange Securities Trading Limited, SGX-ST Listing Rules (Mainboard), Rule 1207(10D) (as amended January 11, 2023), https://rulebook.sgx.com/rulebook/1207
[ix] Singapore Exchange Securities Trading Limited, SGX-ST Listing Rules (Catalist), Rule 1204(10D) (as amended January 11, 2023), https://rulebook.sgx.com/rulebook/1204
[x]SGX Group. Consultation Paper on Enhanced Disclosures: Value Creation and Investor Engagement (Singapore: SGX Group, April 22, 2026), https://api2.sgx.com/sites/default/files/2026-04/Consultation%20Paper%20on%20Enhanced%20Disclosures_Value%20Creation%20and%20Investor%20Engagement.pdf
[xi] Singapore Exchange Securities Trading Limited, SGX-ST Listing Rules (Mainboard), Rules 843 to 859, https://rulebook.sgx.com/rulebook/chapter-8-changes-capital-0
[xii] Singapore Exchange Securities Trading Limited, SGX-ST Listing Rules (Mainboard), Rule 859; SGX-ST Listing Rules (Catalist), Rule 858, https://rulebook.sgx.com/rulebook/859-0; https://rulebook.sgx.com/rulebook/858
[xiii] Singapore Exchange Securities Trading Limited, SGX-ST Listing Rules (Mainboard), Rule 904(6); https://rulebook.sgx.com/rulebook/chapter-9-interested-person-transactions-0
[xiv] Ibid.
