Legal Updates for December 2022Key 2022 Developments Having an Impact on Consumer Protection Law in Singapore
2022 has seen various developments relating to consumer protection law. Not only have the authorities looked into strengthening dispute resolution processes in this regard, they have also looked at enhancing consumer protection in the e-commerce sphere. In addition, the Competition and Consumer Commission of Singapore (CCCS) and the Consumers Association of Singapore (CASE) have taken stern actions against retailers for engaging in unfair practices.
We summarise in this Update some key developments in consumer protection law in Singapore in 2022. We also include some updates on legal developments in Australia (which holds a robust attitude towards consumer protection law) which potentially influence how consumer protection law is enforced in Singapore.
CCCS Imposes Financial Penalty on Warehouse Operators for Price Fixing Conduct Relating to Warehousing Services
On 17 November 2022, the Competition and Consumer Commission of Singapore issued an Infringement Decision against four warehouse operators for engaging in anti-competitive agreements in violation of section 34 of the Competition Act 2004, and imposed a total financial penalty of close to S$3 million.
Specifically, the four warehouse operators, namely CNL Logistics Solutions Pte. Ltd., Gilmon Transportation & Warehousing Pte. Ltd., Penanshin (PSA KD) Pte. Ltd. and Mac-Nels (KD) Terminal Pte. Ltd. were found to have engaged in price fixing conduct by imposing in a coordinated manner an additional charge known as the “FTZ Surcharge” for warehousing services at Keppel Distripark. The FTZ Surcharge is a surcharge imposed on import cargo stored within the Free Trade Zone by warehouse operators.
This Update discusses this important case touching on cartel behaviour, the exchange of information, and importantly, the careful consideration of whether and when to plead leniency and with what.
Alternative Meeting Arrangements for Conducting Electronic Meetings to Cease on 1 July 2023; Legislative Amendments in the Works to Allow Hybrid Meetings
On 15 December 2022, the Ministry of Law announced that various COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings) Orders which enable various entities to convene, hold or conduct meetings by way of electronic means will be revoked on 1 July 2023. These entities include issuers listed on the Singapore Exchange Securities Trading Limited (SGX-ST) ("listed issuers") and non-listed entities, such as companies, variable capital companies ("VCCs") and business trusts ("BTs"), among others. In addition, the Accounting and Corporate Regulatory Authority and the Monetary Authority of Singapore jointly announced that they are working on proposed legislative amendments to provide companies, VCCs and BTs with the option to conduct meetings by way of electronic means after the relevant Orders are revoked.
This Update highlights the significance of these developments to entities covered under the Orders (including listed issuers), such as companies, VCCs, BTs and unit trusts in Singapore.
Guide Published to Assist SGX-Listed Issuers in Conducting Internal Review of Sustainability Report
Since 2016, issuers listed on the Singapore Exchange Securities Trading Limited ("SGX-ST") have been required to issue a sustainability report for each financial year ("FY"). Currently, the issuers must describe in their sustainability reports their sustainability practices on a "comply or explain" basis with reference to six primary components set out in the rules under the Listing Manual of the SGX-ST ("Mainboard Rules") and Section B: Rules of Catalist of the Listing Manual of the SGX-ST ("Catalist Rules") (collectively, "Listing Rules"), including the Sustainability Reporting Guide set out thereunder ("SR Guide").
With effect from 1 January 2022, an issuer is required under the Listing Rules to subject its sustainability reporting process to internal review by the internal audit function. As mentioned in the SR Guide, the internal review should be conducted in accordance with the International Standards for the Professional Practice of Internal Auditing ("Standards") issued by The Institute of Internal Auditors.
To provide a "navigating map" on conducting an internal review of sustainability reports, the Institute of Internal Auditors Singapore (IIA Singapore) published on 4 November 2022 the Guide to Internal Review of Sustainability Report ("Guide"), co-developed with Ernst & Young LLP (EY). It is built on the requirements of the sustainability report set out in Rules 711A and 711B of the Listing Rules, the SR Guide and the guide on implementing the Recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). The Guide is not meant to be construed as the definitive manner to conduct the internal review of sustainability reports in Singapore.
The Guide aims to provide easy reference for its users in preparation for the conduct of an internal review of a sustainability report. Its key aspects include:
- Requirements for a sustainability report;
- Seven principles to be considered during the internal review; and
- Guidance on the internal review process.
In this Update, we provide a brief overview of the Guide's key aspects.
Revision of Swiss Inheritance Law Allowing More Flexibility in Estate Planning
On 1 January 2023, the first part of the revised Swiss inheritance law will come into force with the following key far-fechting changes for all individuals:
- Reduction of reserved portion for descendants and abolishment of reserved portion for parents;
- Increased entitlement for spouse with usufruct;
- Abolishment of forced heirship in pending divorce proceedings;
- Prohibition of gifts after conclusion of inheritance contract; and
- Further clarifications on disputed legal questions.
This Update provides an overview of these changes.
Priority to Proceeds of Sale of Bankrupt's Property – Contests between Judgment Creditor and Estate
The questions of who has priority over a bankrupt's assets and precisely when the priority arises are important ones in bankruptcy. In Abuthahir s/o Abdul Gafoor v Bangkok Bank Public Co Ltd [2022] SGHC 274, a judgment creditor and the bankrupt's estate both laid claim to the surplus proceeds from a mortgagee's sale of the bankrupt's property. The High Court held that the judgment creditor, who had registered an attachment order against the bankrupt's interest in the property and had issued a writ of seizure and sale prior to bankruptcy, had priority over the surplus proceeds. This was even though the surplus proceeds did not arise from a sale of the property pursuant to the judgment creditor's writ of seizure and sale.
In reaching its decision, the High Court clarified when the execution of an order against property is deemed to be completed. The Court also highlighted certain seemingly inconsistent provisions in the Insolvency, Restructuring and Dissolution Act 2018 on priorities. This Update provides a summary of the key points of the Court's judgment.
SGX RegCo, SID, CSIS Jointly Issue Standard for Providers of Virtual/Hybrid General Meeting Systems for SGX-listed Issuers
On 24 November 2022, the Singapore Exchange Regulation ("SGX RegCo"), the Singapore Institute of Directors (SID), and the Chartered Secretaries Institute of Singapore (CSIS) jointly issued a document on "Standard for Vendors of Virtual/Hybrid General Meeting Systems" ("Standard") to help issuers listed on the Singapore Exchange Securities Trading Limited ("SGX-listed Issuers") choose service providers for their virtual and hybrid general meetings ("GMs"). The Standard also aims to help SGX-listed Issuers meet SGX RegCo's expectations regarding live engagement and voting at GMs which were set out the Regulator's Column dated 23 May 2022, as well as the requirements of the relevant laws.
This Update outlines the key aspects of the Standard, and talks about the relevance to SGX-listed Issuers and how SGX-listed Issuers can ensure that their service providers of the virtual/hybrid GM systems comply with the Standard.
Bill to Enhance Online Safety Passed in Parliament
On 9 November 2022, the Online Safety (Miscellaneous Amendments) Bill ("Bill") was passed in Parliament. The Bill seeks to enhance the safety of digital spaces for Singapore users, particularly for children. The Bill will introduce new regulations and obligations on the part of online communication services and internet access service providers, and will empower the Infocomm Media Development Authority ("IMDA") to issue orders blocking harmful content.
The new regulations covering online communication services are currently intended to apply to social media services, which are viewed as a priority area due to the higher proportion of harmful online content on social media platforms. In this regard, IMDA has also issued a draft Code of Practice for Online Safety which sets out obligations that designated social media services have to meet. This Update provides a summary of the key provisions of the Bill and the draft Code of Practice.
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