What CDL's Fall From Singapore's Governance Top 10 Actually Tells Boards

City Developments Limited dropped out of the top 10 of the Singapore Governance and Transparency Index this year for the first time since 2016. Read the index methodology and you would assume that happens because of a late filing or a weak disclosure item. It did not. It happened because the boardroom itself became the story — a public dispute between executive chairman Kwek Leng Beng and his son, group CEO Sherman Kwek, that triggered a trading halt in February 2025, resurfaced with shareholder questions at the company's April 2026 AGM, and was never fully resolved before this year's scorers sat down to mark the company's governance. My reaction, having advised boards through their own version of a founder-successor standoff: the index did not punish CDL for a governance failure. It measured one that had already happened, months earlier, in a room most shareholders never saw.

A score is the trailing indicator, not the event

By the time a governance index reflects a boardroom dispute, the damage it is measuring is old news to everyone who sat through it. The real governance test at CDL happened months earlier — when two new directors were brought onto the board over the chairman's objection, when a board member publicly accused the board of bypassing proper procedure, when the dispute became visible enough to halt trading. Whether the board handled that moment well or badly was decided in real time, long before any index picked it up. Waiting for the annual score to tell a board how it is doing on governance is like waiting for a credit downgrade to tell a CFO the balance sheet was already stretched.

“A governance index tells you what already broke. A board's job is to notice before the index does.”

The lesson is not really about family companies

It is tempting to file this under 'family business succession problem' and move on, especially for boards without a controlling family shareholder. I would resist that. Every board has some version of this exposure — a dominant founder or long-tenured chair, a succession question left deliberately vague because it is uncomfortable to resolve, independent directors who have never actually had to overrule the person who effectively put them there. CDL's independent directors were, in the end, kept on by an overwhelming shareholder vote. That is not vindication. It is the shareholders telling the board that the real work — proving those directors can actually hold the line the next time a decision like adding two new directors comes up without full board agreement — starts now, not before.

• ◆Has your board actually pressure-tested its succession or founder-transition plan, or does it exist only as a document nobody has had to use
• ◆Do your independent directors have a genuine, exercised channel to challenge a dominant chair or controlling shareholder before a disagreement becomes public
• ◆Is your board's procedure for appointing or removing directors followed to the letter when there is internal disagreement, not just when everyone already agrees

Boards that wait for a governance index, an activist shareholder, or a journalist to surface a boardroom rift have already lost the ability to manage it on their own terms. The index score is useful for exactly one thing: telling you, a year late, whether the informal governance culture in your boardroom actually held up under pressure. The better question is whether you already know the answer to that without waiting for the index to tell you.

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About the author

Raymond Cheung is a Chartered Actuary, C-suite executive and board adviser with more than 20 years of experience across Asia in risk management, insurance, ESG and corporate governance. He is the CEO of CER Consultancy and an accredited trainer at SMU Academy and the Singapore College of Insurance.