The Code was issued by notification under the Commission's powers and applies to listed companies on a comply basis, meaning that its conditions must be met rather than simply explained away. It covers board size and composition, independent directors, the separation of chair and chief executive, audit and nomination and remuneration committees, key officer roles, and reporting. Companies must include a compliance status report and an independent certificate in the annual report. We review existing arrangements against each condition and the draft 2026 rules, and recommend practical steps to close gaps. The review documents the board's BSEC compliance work.

In May 2026 the Commission published draft corporate governance rules for comment. The proposals include a higher minimum number or proportion of independent directors, a requirement for female board representation, longer experience requirements, mandatory director training and sustainability disclosure. As of October 2026 they had not been finalised, so the Code of 2018 still applies. Boards should not ignore the draft, because appointments and committee structures take time to change. We advise on sensible preparation that meets current BSEC compliance requirements while anticipating likely changes. Early preparation is usually cheaper than rushed restructuring later.

A Commission directive requires each director other than independent directors to hold a minimum percentage of the company's paid-up capital individually, and sponsors and directors together to hold a minimum aggregate percentage. Failure can restrict the company's ability to raise capital and can lead to the Commission appointing independent directors or reconstituting the board, as it did in 2025 for several companies. In 2026 the Commission eased the capital-raising effect for some reconstituted boards. We advise sponsors on meeting thresholds and on the consequences of shortfalls. Shareholding data should be checked before every capital action.

The Commission amended its dividend directive so that a listed company cannot propose a cash dividend at its AGM unless the full amount has already been deposited in a separate bank account before the meeting. This aims to stop companies declaring dividends they then fail to pay, a practice that has led to Z category downgrades and investor complaints. Stock dividends remain subject to prior approval conditions in specified cases. We advise boards on aligning dividend recommendations, cash planning and AGM timetables with the amended directive and the listing regulations. Late changes to dividend plans should be disclosed promptly.

Price-sensitive information is information that, if made public, would be likely to affect the market price of the company's securities, such as financial results, dividend decisions, major contracts, acquisitions, changes in capital, significant litigation or changes in senior management. The rules require prompt disclosure to the Commission and the exchanges and publication in the prescribed media. Delay or selective disclosure can lead to penalties and insider trading concerns. We help companies set up disclosure procedures and draft announcements that are accurate, timely and consistent with BSEC compliance obligations. Insider lists should be updated when sensitive matters arise.

Yes. The securities legislation allows the Commission to impose penalties on the company and on directors and officers responsible, and in recent years it has fined chairmen, managing directors, independent directors, chief financial officers and company secretaries personally, sometimes in substantial amounts. For some offences, directors are treated as liable unless they show they lacked knowledge or exercised due diligence. This makes minutes, board papers and evidence of reasonable enquiry important. We advise directors individually where their interests may differ from those of the company or sponsors. Separate counsel avoids conflicts of interest.

Acquisitions that cross specified thresholds must be disclosed, and acquisitions above a higher threshold or that confer control generally require the acquirer to make a public offer under the substantial acquisition and takeover rules, subject to exemptions. Beneficial ownership above certain levels must also be reported. Acting in concert with others counts towards thresholds. We advise local and foreign investors on structuring stake-building and control transactions, on exemptions, and on the BSEC compliance filings needed before and after completion, alongside any approvals required from other authorities. Foreign investors also need to consider exchange control requirements.

Take it seriously and act within the time allowed. We review the notice, identify the alleged breach and legal basis, collect board papers, disclosures, correspondence and accounts, and interview the people involved. We then prepare a written response that addresses the facts and law, acknowledges any genuine lapse and sets out remedial steps, which can affect the outcome. Where a hearing is offered, we represent the company or individual. If a penalty order is made, we advise on review or court challenge and on any deposit required before proceeding. Early legal input often narrows the issues.