Raymond Cheung
Chartered Actuary · CRO · Board Adviser · Singapore
SGX's board has just reclassified one of its own directors as non-independent under the nine-year tenure rule it enforces on every listed issuer. The mechanics were unremarkable — which is exactly what makes it worth a board's attention right now.
Singapore Exchange's own board recently confirmed that one of its directors, having served nine years, will be reclassified as non-independent and non-executive with effect from 21 September 2026. He had already stepped down as chair of a board committee earlier in the year, and stayed on the relevant committees in a non-independent capacity. No drama, no last-minute scramble, no awkward AGM statement explaining why an obviously long-tenured director was still being described as independent. My reaction, having sat through more than a few tenure conversations that did not go this smoothly: this is what the rule is supposed to look like when a board actually plans for it.
The rule SGX enforces on everyone else, applied to itself
SGX RegCo has required, since 2023, that a director's independence come under particularly rigorous review past nine years, with listed issuers expected to manage the transition rather than treat it as a compliance cliff-edge. I have watched boards handle this badly — reclassifying a director quietly, hoping nobody in the room asks why the same person who chaired the audit committee last year is suddenly "non-independent" this year, with no succession story attached. SGX's own board did the unglamorous version correctly: stepped the director down from a committee chair months ahead of the formal reclassification date, kept him on committees where his experience still had value in a non-independent capacity, and let the nine-year clock run its course in public view the whole time.
“A tenure limit only tests your board on the day it takes effect if you were not managing it in the two years before.”
The question every Singapore board should ask this week
Most boards I advise know their nine-year rule in the abstract. Far fewer can tell me, without checking, which of their current independent directors crosses that line in the next 18 months, and what the succession plan is for the committee seat that director holds. That is the gap SGX's own example closes: it is not enough to know the rule exists. A board needs a live tenure register, reviewed at least annually, with the two-year runway before each cliff used for exactly what SGX used it for — reallocating committee roles, identifying the replacement candidate, and giving shareholders time to see the transition coming rather than discover it in a single announcement.
If your board cannot answer, off the top of its head, when its longest-serving independent director actually crosses nine years, that is this week's action item. The rule was never the hard part. The two years of preparation before it bites is where boards either look like SGX's, or look like the ones I get called in to fix after the fact.
Common Questions
What is SGX's nine-year independent director tenure rule?
Since 2023, SGX RegCo requires that a director who has served on a board beyond nine years be subject to particularly rigorous review of their continued independence, and in practice most such directors are reclassified as non-independent and non-executive once the nine-year mark is reached.
What should a board do before a director hits the nine-year tenure limit?
Maintain a live tenure register for every director, flag anyone approaching nine years at least two years out, plan the handover of any committee chair or leadership role they hold, and identify a successor candidate early enough that the eventual reclassification is a scheduled governance event rather than a surprise disclosure.
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.