Raymond Cheung
Chartered Actuary · CRO · Board Adviser · Singapore
A Nasdaq listing is a governance milestone as much as a financial one. The discipline required to satisfy US capital market standards — risk management, board structure, disclosure — is exactly the discipline that builds lasting organisational value. Here is what we built.
I was CEO of Basel Medical Group when it listed on Nasdaq. That experience — navigating the regulatory, governance, and capital market requirements of a US listing from a Singapore-based company — gave me a very specific perspective on what governance actually requires when the standards are set by the most demanding capital market in the world.
What I want to share is not the mechanics of a Nasdaq listing — those are well-documented by advisers who do the legal and financial work. What I want to share is the governance reality: the disciplines that a Nasdaq listing requires of a board, a management team, and an organisation — and which, if built genuinely, become organisational assets long after the listing day.
What Nasdaq actually requires of a board
Nasdaq listing standards are specific about board structure: independent director majority, audit committee composed entirely of independent directors with defined financial expertise, compensation and nomination functions that are either fully independent committees or have independent oversight. These are the structural requirements.
But the more consequential requirement is what those structures need to actually do. The audit committee of a Nasdaq-listed company is responsible for the appointment and oversight of the external auditor, the internal audit function, the financial reporting process, and the adequacy of internal controls. That is a significant governance mandate — and it requires audit committee members who can actually exercise it, not just fill the seat.
The risk governance the market expects
US capital markets — through SEC disclosure requirements, investor relations expectations, and the attention of institutional shareholders — require a quality of risk governance that goes beyond what many Singapore-listed companies have built. Not because SGX standards are inadequate, but because the volume and specificity of disclosure in a US-listed environment, and the sophistication of the institutional investor scrutiny that follows it, forces governance to become substantive.
- Risk factor disclosure in the prospectus and annual reports must be genuinely specific and reflective of the actual risk profile — not generic disclaimers
- Management discussion of risk must be capable of being interrogated by sophisticated investors and short-sellers — organisations that have done the work to find the gaps
- Board oversight of the financial statements must be real — audit committees that are active, informed, and capable of challenging the CFO and external auditor
- Internal controls over financial reporting must be documented, tested, and signed off on by management and, for larger companies, by external auditors
“A Nasdaq listing does not create governance discipline. It reveals whether you have it — and punishes the organisations that do not.”
What we built at Basel Medical
At Basel Medical Group, preparing for the Nasdaq listing required us to build a risk governance framework that could satisfy both MAS and SEC expectations simultaneously — not a small task for a Singapore-based healthcare company. We restructured the board composition, built a proper audit committee function, developed the internal control documentation that SOX compliance required, and established an investor relations function capable of communicating the company's risk profile accurately to a US investor base.
The disciplines we built in that process — specific risk identification, board-level accountability for disclosure, internal control rigour — remained valuable long after the listing. That is the governance case for treating a capital market transaction as a genuine governance project, not just a financial one.
Common Questions
What governance does a Nasdaq-listed Singapore company need?
A Nasdaq-listed Singapore company needs an independent-director majority board, a fully independent audit committee with financial expertise, formal compensation and nomination governance, SEC-compliant risk factor disclosure, and SOX-aligned internal controls over financial reporting. These standards require genuinely active board oversight, not just structural compliance.
How is Nasdaq governance different from SGX governance in Singapore?
Nasdaq governance requirements are broadly comparable to SGX in structural terms but are enforced through a more intensive disclosure and investor scrutiny environment. US institutional investors and activist shareholders apply more detailed risk governance analysis, and SEC disclosure standards require greater specificity in risk factor disclosure than SGX requirements.
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.