MAS Corporate Governance Consultation: Tiered Boards and Approvals

On 30 September 2026 the Monetary Authority of Singapore (MAS) published consultation paper P016-2026, which proposes amendments to the corporate governance regulations for banks, insurers and designated financial holding companies (DFHCs). The MAS corporate governance consultation runs until 11:59 pm on 9 December 2026, and comments go in through a FormSG link. Five instruments are in play, from the Banking (Corporate Governance) Regulations 2005 to the two DFHC corporate governance regulations of 2022.

For company secretariats, nominating committee (NC) support teams and regulatory affairs functions, the paper amounts to a work plan. Minimum board sizes rise for most tiers. The independence test would reach the parent and sister companies of a Singapore entity. The nine-year tenure limit would count aggregate service instead of continuous service. And the list of appointments that need MAS’s approval before they take effect is redrawn tier by tier: the NC chairperson becomes an approval item, a domestic systemically important bank (DSIB) would need approval for its Chief Information Officer, and lower-impact institutions drop some approvals altogether.

The timing is split. MAS proposes a general two-year transition from the effective date of the revised regulations, but the approval changes, the aggregate nine-year limit and several duty and disclosure rules are listed to take effect immediately. That split decides which work has to start before the regulations are final.

Related reading: APRA Governance Reform: What ADIs, Insurers and Super Funds Must Prepare For

MAS corporate governance consultation: dates and status

Nothing in P016-2026 is in force. The draft amendments to the Banking (Corporate Governance) Regulations 2005, the Banking Regulations and the Insurance (Corporate Governance) Regulations 2013 are attached to the paper for reference, and MAS marks them as drafts that remain subject to change and to review by the Attorney-General’s Chambers. The calendar as the paper sets it out:

• 30 September 2026: media release and consultation paper P016-2026 published.
• 9 December 2026, 11:59 pm: consultation closes. Comments are submitted through the FormSG link given in the MAS media release.
• Effective date of the revised regulations: not stated in the paper.
• On the effective date: the proposals listed in Table F of the paper apply immediately. They cover the aggregate nine-year limit, the codified responsibilities of the board, the NC and the Audit Committee (AC), the new AGM and annual director disclosures, written terms of reference for board committees, the concurrent-appointment rules for banks, the ex-ante approval changes for banks and insurers, insurer and DFHC tiering, and the special purpose reinsurance vehicle (SPRV) changes.
• Two years after the effective date: the general transition period ends for the remaining proposals, including most board and committee composition requirements.
• No date given: MAS will send draft versions of the revised DFHC (Bank) and DFHC (Licensed Insurer) regulations to relevant industry participants at a later date, and the three-year chairperson term for DFHCs waits for the next amendment of the Financial Holding Companies Act.

Submissions are published and attributed by default. A respondent who wants all or part of a submission, or its identity, kept confidential has to say so expressly in the submission, and MAS states that it will only publish non-anonymous submissions.

Five instruments, and the institutions they reach

The paper amends five instruments:

• Banking (Corporate Governance) Regulations 2005
• Banking Regulations
• Insurance (Corporate Governance) Regulations 2013
• Financial Holding Companies (Corporate Governance of Designated Financial Holding Companies with Bank Subsidiary) Regulations 2022
• Financial Holding Companies (Corporate Governance of Designated Financial Holding Companies with Licensed Insurer Subsidiary) Regulations 2022

Most proposals apply to banks, direct insurers other than marine mutual insurers, reinsurers and DFHCs incorporated in Singapore, which the paper groups as “locally incorporated FIs”. Section 9 is the exception: some of its approval changes extend to Singapore branches of foreign banks and to merchant banks. A DFHC principle runs through the whole paper. A DFHC holding a bank or insurer subsidiary would generally carry the same corporate governance standards as that subsidiary, because MAS treats the holding company and the subsidiary as closely linked, with their risks typically managed as a whole. For a comparison with Hong Kong, see our article on the HKMA Banking Ordinance enhancements for bank holding companies.

Three distinctions change the answer for most readers. The first is the bank tier. The paper’s DSIB rows cover all locally incorporated banks that belong to the DSIB groups identified in Singapore, which footnote 14 lists as DBS, OCBC, UOB, Citibank, Maybank, Standard Chartered and HSBC. Full banks include digital full banks, and wholesale banks include digital wholesale banks.

The second is the insurer tier: domestic systemically important insurers (DSIIs), Tier 1 insurers and Tier 2 insurers, with the Tier 1 thresholds themselves being revised. The third is legal form. A DSIB group operating in Singapore through both a locally incorporated bank and a branch lands in two different rows of the approval table, because MAS’s DSIB framework counts both as part of the country DSIB group.

The media release speaks of banks and insurers in general terms, and the tables are narrower. Footnote 47 to Table E states that there is no change to the ex-ante approval requirements for key appointment holders of Tier 2 insurers, Tier 2 DFHCs (Licensed Insurer) and insurance branches. In the approval table, bank branches outside the DSIB groups see one change, the removal of Head of Treasury approval, although the separate ex-post notification proposal in Section 8 still reaches them.

Director independence: the test reaches across the group

Today a director of a locally incorporated FI counts as fully independent only if four limbs are met: independence from management relationships, independence from business relationships, independence from substantial shareholders, and not having served on the board for a continuous period of nine years or longer. MAS proposes to adjust each limb and to align its rules more closely with the SGX Listing Rules and SGX Practice Guidance for listed companies.

Management relationships

The management and business tests currently look at the FI and its subsidiaries. The paper widens both to “related corporations”, which footnote 3 defines as the FI’s parent, its subsidiaries and the parent’s other subsidiaries (sister companies). Table A of the paper sets out how the widening works:

For a parent or sister company employee, employment alone leaves independence from management relationships intact. The presumption bites when the person has management responsibility over any function of the FI or its subsidiaries, and footnote 8 gives the example of a director appointed for technical or professional expertise as someone outside it. MAS says this avoids excluding a large population of employees of global groups. Where the presumption does apply to a parent or sister company employee, the NC may rebut it if it can substantiate its assessment.

“Informal management responsibility” carries the weight. The paper names non-exhaustive factors, such as how often the person interacts with the FI’s management and whether they can influence its business decisions or policies. A regional or group head who deals frequently with the Singapore management and can influence its policies may have informal responsibility even without a formal reporting line. A head-office management committee member whose committee’s remit excludes Singapore, or covers businesses the FI does not conduct, need not be treated that way.

The family limb deserves a careful read. The current test, in the wording the draft Banking CG Regulations strike through, catches a relative who is, or at any time in the current or preceding three financial years was, employed by the FI or its subsidiaries as an executive officer whose pay is set by the Remuneration Committee (RC). Paragraph 2.8 moves the focus to the relative’s involvement in overseeing the FI’s operations and away from seniority, and draft regulation 6(2)(b)(i) applies a management-responsibility test, whether formal or informal, to a relative employed by the bank or its subsidiaries. On that wording, a relative with management responsibility over a job function would count even where the RC does not set the relative’s pay.

Business relationships and “significant payments”

Three changes land on the business limb. The test extends to dealings with related corporations. It extends to the director’s immediate family members. And the payments limb narrows: a director who is a director, substantial shareholder, executive officer or partner of a profit-making entity would be presumed non-independent only where the FI or a related corporation has made significant payments to, or received significant payments from, that entity.

The NC would define “significant”. It would have to set criteria and test payments against them, considering factors such as the amount and nature of the payment, its materiality to the operations of the FI or the director-related entity, whether it was made in the ordinary course of business on normal commercial terms, and whether it was one-off or routine. The NC may also set a monetary threshold for payments aggregated over a financial year, above which they are generally deemed significant whatever their share of either party’s revenue. The paper’s own contrast helps when drafting those criteria: a loan or insurance arrangement that is material to the director-related entity’s operations is higher risk, while routine fees such as credit card, bank, brokerage, mortgage, insurance premiums or claims, made in the ordinary course and at arm’s length, are lower risk. The NC keeps its power to rebut a presumption under the widened business test.

Substantial shareholders and affiliates

A director “connected to” the FI’s locally incorporated parent can currently still count as independent from a substantial shareholder in three narrow structures. The proposal replaces them with two clearer ones, in each case provided the director has no relationship with any other substantial shareholder of the parent. In the first, the FI is a wholly owned and immediate subsidiary of a locally incorporated parent bank, parent insurer or DFHC, and the two need not be in the same sector. In the second, the FI is the sole, wholly owned and immediate subsidiary of a locally incorporated financial holding company that is not designated under the Financial Holding Companies Act and carries on no business other than holding the FI.

The tightening sits next to it. A director who is also a director or employee of an affiliate of a substantial shareholder would be deemed non-independent from that shareholder. The NC may still determine that a non-executive director of the affiliate is independent, but only to MAS’s satisfaction. For insurers and DFHCs (Licensed Insurer), the “connected to” definition would switch its reference from “associate” to “affiliate”, matching the bank rules.

From continuous to aggregate: the nine-year limit

Under the current regulations, a director who has served on the board for a continuous period of nine years or longer cannot be deemed independent. MAS proposes to count aggregate service instead, in line with the SGX Listing Rules. A director who leaves and later returns carries the earlier tenure forward, and the paper states there will be no exceptions. Tenure before a banking licence also counts: in MAS’s example, a director with six years on a company’s board before it obtains a licence under the Banking Act 1970 becomes non-independent after three more years. Footnote 11 names merchant banks, following the consolidation of their licensing under the Banking Act 1970, and non-bank financial institutions as examples of such companies.

The limit also feeds a new label. Where the regulations require only independence from management and business relationships, most relevantly where a single substantial shareholder holding 50% or more allows a board or committee to run with one-third full independence, the directors counted would also need less than nine years’ service. The paper calls such a director “largely independent”.

Timing is where this gets awkward. Table F lists the aggregate limit (paragraphs 2.26 to 2.28) for immediate effect, while the “largely independent” rule in paragraph 2.29 and the composition tables fall under the general two-year transition. On that timing, a director whose separate tenures add up to nine years would stop being fully independent on the effective date. The paper does not say whether existing composition ratios that counted that director get any grace while the new ratios are still on their two-year runway.

Board size and independence by tier

The current rules vary by whether the FI has a single substantial shareholder holding 50% or more, whether it is a subsidiary of another bank or insurer, and, for banks, whether it is foreign-owned. For banks and DFHCs (Bank), the minimum board size is implied from the NC composition rules: at least three directors if foreign-owned and five otherwise. Insurers currently need at least three. The proposal moves to a tiered model:

Two effects are easy to miss. For DSIBs, full banks and DSIIs, the 50% shareholder concession at board level disappears, so a locally incorporated DSIB bank with a single substantial shareholder holding 50% or more would need a majority of fully independent directors anyway. And while the media release names DSIBs, DSIIs and full banks when it describes the larger boards, Table B also lifts wholesale banks and Tier 1 insurers to a five-director minimum. For a foreign-owned wholesale bank, that means going from three directors to five.

MAS ties the minimum sizes to the number of committees each tier must run, the minimum committee membership and independence ratios, and the tighter chair rules for the AC and the Risk Management Committee (RMC). For banks, local representation changes at the edges. A foreign-owned bank would still need at least one-third of its board to be Singapore citizens or permanent residents, except a digital full bank, which falls into the “all other cases” row requiring a majority. Table B does not explain the digital full bank carve-out. MAS will also align the definition of “permanent resident” in the Banking CG Regulations and the DFHC (Bank) CG Regulations with the Immigration (Amendment) Bill 2023, passed on 18 September 2023.

Committees: who sits where, and who chairs

Board committees carry more of the change than the board itself. The proposals, committee by committee:

• Executive committee (EXCO), meaning any committee delegated board powers to decide on its behalf: it would have to be chaired by the board chairperson. For DSIBs, full banks and DSIIs, a majority would have to be fully independent, while wholesale banks and Tier 1 insurers mirror their board split. For banks and DFHCs (Bank), the EXCO would also have to meet the board’s local-representation ratio.
• NC: at least five directors for DSIBs and at least three for full and wholesale banks, with the current upper limits removed. For DSIBs, full banks and DSIIs, a majority including the NC chairperson would have to be fully independent; wholesale banks and Tier 1 insurers with a single substantial shareholder holding 50% or more would need one-third fully independent, including the chair, and a majority largely independent. The board chairperson would be barred from chairing the NC.
• RC: every member would have to be a non-executive director. For DSIBs and their DFHCs, a majority including the chair would have to be fully independent even where a single substantial shareholder holds 50% or more. Other tiers with such a shareholder would need one-third fully independent, including the chair, and a majority largely independent.
• RMC: mandatory for all locally incorporated banks, DSIIs and Tier 1 insurers, including those that are subsidiaries of another bank or insurer. For DSIBs and their DFHCs, a majority including the chair would have to be fully independent. For full and wholesale banks, DSIIs and Tier 1 insurers, a majority including the chair would have to be largely independent.
• AC: no change. All members independent from management and business relationships, and a majority including the chair fully independent.

Membership rules narrow too. MAS intends to clarify that the EXCO, NC, RC and AC may only comprise board directors. The RMC is the deliberate exception: Additional Guideline (AG) 9.9 of the Guidelines on Corporate Governance already lets FIs appoint non-directors to the RMC, which MAS justifies by the small pool of specialists, such as technology risk experts, with the stature to be directors. A technology risk adviser who is not a director can therefore stay on the RMC, while the same adviser on the AC could not.

DSIBs face extra chair restrictions. The AC and RMC chairpersons of a DSIB would be barred from concurrently chairing the board or any other mandatory board committee, and the AC chairperson could not sit on the RMC. Footnote 22 says non-DSIBs are not required to follow this but should consider it as good practice.

The subsidiary concession survives in reduced form. A bank, DSII or Tier 1 insurer that is a subsidiary of another bank or insurer would have to run an RMC alongside its AC, but its board can still perform the NC and RC functions in place of those committees. For a subsidiary of a financial holding company, the AC and RMC stay mandatory and the NC and RC remain optional where the board performs their functions.

Board and committee duties written into the regulations

Several expectations would move from guidance into regulation. MAS proposes a minimum list of board responsibilities: setting business objectives and overseeing how executive officers implement the strategy for achieving them; reviewing those objectives and strategies periodically; setting out in writing, and reviewing, the responsibilities and discretionary limits of executive officers and of the people running risk management and control functions; a framework to ensure directors and executive officers collectively have the qualifications, skills, experience and resources needed; and oversight of internal controls for managing risks to financial soundness and for safeguarding customers’ interests. MAS says boards should already be doing all of this.

The NC’s remit grows. It would review nominations for the board chairperson and each committee chairperson, and it would assess with the same rigour the members of any non-mandatory committee an FI chooses to set up, with a Sustainability Committee or an Ethics and Culture Committee given as examples. For DSIBs and their DFHCs it would also review the CIO nomination.

A locally incorporated FI could rely on its parent FI’s remuneration framework, a clarification the paper’s question 23 frames for FIs with foreign parents. The other RC changes carry over proposals from MAS’s 2021 consultation on the Guidelines on Corporate Governance: the RC would set the criteria for identifying material risk personnel, design the remuneration framework for material risk takers, and recommend aggregate remuneration outcomes for them, seeking input from the board committees that oversee control functions. Footnote 27 repeats that the RC is not expected to evaluate each material risk taker’s package individually.

The AC would have to comment, in the annual report or on the website, on whether it concurs with the board’s view on the adequacy and effectiveness of internal controls. Footnote 29 defines those controls to include financial, operational, compliance and information technology controls and risk management systems. The expectation sits in AG 9.11 today, and that guideline would be removed once the revised regulations take effect. Table F lists the board, NC and AC responsibilities for immediate effect. The RC changes are absent from that list, which places them under the general two-year transition.

MAS approval for key appointments: the bank table

Table D is the part most likely to change day-to-day work, because it decides which appointments cannot be made until MAS approves them, and because Table F lists all of Section 9 for immediate effect. The changes by category:

Approvals for directors, the board chairperson, the CEO, the deputy CEO, the CFO and the CRO of locally incorporated banks and their DFHCs stay as they are. Footnote 41 identifies the “less systemically important banks” losing NC-member approvals as locally incorporated wholesale banks.

NC members are re-appointed yearly and each re-appointment currently needs approval, so the change removes a recurring application for wholesale banks while adding the NC chairperson across all locally incorporated banks and their DFHCs. Where NC-member approval stays, the NC chairperson, who is also a member, would need two separate approvals.

The CIO definition in footnote 43 works by function. It captures the most senior individual reporting directly to the CEO who is principally responsible for the bank’s IT strategy, day-to-day IT operations and IT risk, whatever the title, whether Chief Technology Officer, Head of Information Technology or something else. For the wider technology-risk context in Singapore, see our coverage of the MAS and ABS AI cyber and technology resilience taskforce.

Removing an approval leaves the vetting duty in place. On the Head of Treasury, MAS states that it expects all banks to keep conducting adequate due diligence on fitness and propriety before the appointment, and it points to the Guidelines on Individual Accountability and Conduct as having strengthened the accountability of senior managers in key functions. Readers comparing approval-based regimes may find our SM&CR reforms 2026 article useful for the UK side.

The CIO approval also reaches branches in the DSIB groups. Paragraph 9.11 refers to DSIBs and their DFHCs, while Table D marks the CIO “Yes (new)” for bank branches in a Singapore DSIB group as well. The draft Banking Regulations attached to the paper follow the table: draft regulation 33 lists the chief financial officer, chief risk officer, head of treasury and chief information officer as prescribed appointments for a foreign bank in a domestic systemically important bank group.

Insurer tiers, new thresholds and approvals

Insurers are currently split into Tier 1 and Tier 2 by total assets or annual gross premiums. The proposal places DSIIs above Tier 1 and redraws Tier 1 to capture insurers with significant Singapore operations. An insurer that is not a DSII would be Tier 1 if it meets one of these tests:

• Direct life insurer: total assets of at least S$10 billion.
• Direct general insurer: annual gross premiums of at least S$500 million, which the paper says is unchanged.
• Direct composite insurer: either the life test on total assets or the general test on gross premiums from its general business.
• Reinsurer: annual gross premiums of at least S$2 billion.

Any insurer that is neither a DSII nor Tier 1 is Tier 2. DFHCs (Licensed Insurer) follow the same logic. A DFHC with a DSII subsidiary takes the stricter DSII requirements. Otherwise it is Tier 1 if its group contains a Tier 1 insurer, or if it meets a consolidated test: S$10 billion in total assets where it holds at least one direct life insurer, S$500 million in gross premiums where it holds only direct general insurers, S$2 billion in gross premiums where it holds only reinsurers, or S$500 million in computed gross premiums where it holds both direct general insurers and reinsurers.

The computed figure weights general insurance premiums at 1 and reinsurance premiums at 0.25. Table F lists the re-tiering for immediate effect.

On approvals, Table E adds the NC chairperson for DSIIs, DFHCs with a DSII subsidiary, Tier 1 insurers and Tier 1 DFHCs (Licensed Insurer). NC-member approvals go for Tier 1 insurers and Tier 1 DFHCs but stay for DSIIs and DFHCs with a DSII subsidiary. The Appointed Actuary or Certifying Actuary column does not change. The media release refers to the NC chairperson of locally incorporated banks and insurers, while Table E confines the new approval to DSIIs and Tier 1, so a Tier 2 insurer’s approval list is untouched.

Special purpose reinsurance vehicles get a lighter regime. An SPRV currently needs a board of at least three directors, at least one-third of them independent, and a chairperson who is neither an executive director nor a member of the chief executive’s immediate family. MAS proposes at least two directors, one of them non-executive, no chairperson requirement, and taking SPRVs out of the Insurance CG Regulations and section 35(2) of the Insurance Act 1966, with the Insurance (General Provisions and Exemptions for Special Purpose Reinsurance Vehicles) Regulations 2018 to be amended. MAS points to an SPRV’s narrow securitisation activity, governed by transaction documents fixed at inception, and to obligations that are fully funded and secured with assets held in trust.

Concurrent appointments, notifications and disclosures

Section 8 relaxes one bank rule and adds two controls. Today a locally incorporated bank, and a major stake financial entity, may not appoint as executive officer anyone who concurrently holds a position in the parent group, which the paper says includes substantial shareholders and their affiliates. MAS would allow executive officer sharing within the financial group, so the bar would apply only where the person holds a position in a non-financial entity in the parent group, meaning an entity whose business is not regulated or authorised by MAS (or would not be if carried on in Singapore). The prohibition covers first and subsequent appointments.

The first new control is an NC check before the event. Before an existing executive officer or director takes up a new executive officer or director role in any company, inside or outside the group, the NC would assess whether it creates a conflict of interest or impairs the person’s duties to the bank, and ensure adequate mitigants are in place. MAS aligns this with MAS Notice 106 for insurers.

The second is an ex-post notification. A bank would notify MAS when a key appointment holder, meaning a person appointed under section 53A(1) of the Banking Act 1970 or section 63(2) of the Financial Holding Companies Act 2013, takes on an additional executive officer or director role in any company, with an assessment of conflicts or impairment and any mitigating measures. MAS would impose this as a condition when approving key appointment holders, and it would reach all banks holding a licence under section 7 or 79 of the Banking Act 1970, whether or not locally incorporated.

Table C adds disclosures under all four CG regulations. Before a director is appointed at an AGM, the notice of meeting, annual report or circular would have to give the date of the candidate’s last appointment, professional and educational qualifications, relationships with existing directors, the institution or its substantial shareholders (including immediate family relationships), all past and current directorships, and other commitments the NC assesses as significant. At least annually, the annual report or website would disclose each director’s identity and role, whether the director had served nine years or longer in aggregate as at the last day of the financial year, and whether the director had been independent during the year. Boards would also have to keep records of all their meetings.

Term limits spread beyond banks. Directors of insurers and DFHCs, other than Tier 2 insurers and Tier 2 DFHCs (Licensed Insurer), would serve maximum terms of three years, and existing directors of those institutions would reach the maximum three years from the effective date. Banks already have a three-year maximum under Regulation 34 of the Banking Regulations.

Board chairpersons would also get a three-year maximum, ending at the earlier of three years or the end of the directorship, with MAS approval needed for re-appointment as both director and chairperson. Footnote 32 works through a director appointed on 1 January 2024 and made chair in 2025, whose chair term expires with the directorship in 2026. For DFHCs, the chair term waits for the next amendment of the Financial Holding Companies Act.

Section 6 asks a separate question: whether to keep or remove AG 14.5 of the Guidelines on Corporate Governance, which expects FIs to disclose material related party transactions in the annual report or on their website. MAS sets out both sides, noting that the guidelines prescribe no materiality threshold and FIs set their own. Reporting to MAS under MAS Notice 643A and MAS Notice 129 is treated as a separate safeguard outside the question.

Preparing a response and a gap analysis

The paper’s own timing suggests an order for the gap analysis: the day-one items first, composition last. A working sequence:

1. Tier mapping. DSIB-group subsidiary or branch, full or wholesale bank, DSII, Tier 1 or Tier 2 under the new thresholds. The tier drives board size, committee duties and the approval list.
2. Independence register. Aggregate tenure including breaks and pre-licence service, management responsibility of the director and immediate family across parent and sister companies, immediate family members with management responsibility at the FI and its subsidiaries, family members’ business dealings, and director or employee roles at affiliates of substantial shareholders.
3. Significant-payment criteria. A document the NC would own, including whether to set an aggregate annual monetary threshold, and a record of where the evidence for each assessment sits.
4. Approval pipeline. Each appointment that moves onto or off the Table D or Table E list, with its next appointment or re-appointment date.
5. Outside-role workflow. The NC’s prior conflict check and the notification to MAS, built into the process a director or executive officer follows before accepting another role.
6. Composition test. Seats, independence ratios, RC non-executive status, RMC set-up, EXCO chair and local representation, and the DSIB chair overlaps, run against Table B.
7. Response drafting. Positions on the 39 questions in Annex A, with any confidential passages marked expressly.

Frequently Asked Questions

Does a Singapore branch of a foreign bank need to act on this paper?

It depends on the group. A branch in one of the Singapore DSIB groups would pick up new approval requirements for its CFO, its CRO and its CIO, which Table D and the draft Banking Regulations both list. Other bank branches lose the Head of Treasury approval. Both kinds of branch would be covered by the ex-post notification of key appointment holders’ additional roles, which arrives as a condition of MAS’s approval. The board and committee rules are written for locally incorporated FIs, so they do not reach a branch.

A director served six years, left, and rejoined two years ago. Is the director still independent?

Under the current continuous test, the break interrupts the count. Under the proposal the two periods add up to eight years, so the director reaches the nine-year limit after one more year, and the paper allows no exceptions. Because Table F lists the aggregate limit for immediate effect, a director already past nine years in aggregate would be reclassified on the effective date, without waiting for the end of the two-year transition.

Our head of technology reports to the COO. Is that person the CIO for the new DSIB approval?

Footnote 43 refers to the most senior individual reporting directly to the CEO who is principally responsible for IT strategy, operations and risk, regardless of title. The draft Banking Regulations attached to the paper define the CIO as a person with a direct reporting line to the chief executive who is principally responsible for all or any part of the bank’s IT strategy, day-to-day IT operations or IT risk management. On that wording, a technology head who reports to the COO falls outside the definition, while a COO who reports to the CEO and is principally responsible for part of that remit may fall inside it. The draft drops the “most senior individual” wording of footnote 43, so whether more than one person could need approval is a candidate point for a consultation response.

We are a Tier 1 insurer today. Does the paper change our tier?

It can, and the draft Insurance CG Regulations show the direction. They raise the direct life insurer test from total assets of S$5 billion to S$10 billion and the reinsurer test from annual gross premiums of S$500 million to S$2 billion, while the direct general insurer test stays at S$500 million. A life insurer with assets between S$5 billion and S$10 billion, or a reinsurer with gross premiums between S$500 million and S$2 billion, would no longer meet the proposed Tier 1 tests, which also exclude DSIIs. The draft keeps the provision under which a Tier 1 insurer remains Tier 1 until MAS approves it as Tier 2, so a lower figure alone does not move the tier.

Table F lists the re-tiering and the Table E approvals for immediate effect. The three-year director term is not in Table F, and under Table C an existing director’s maximum term ends three years from the effective date. The board and committee composition rules follow the general two-year transition.

Our board performs the NC functions under the subsidiary concession. Whose appointment needs approval as “NC chairperson”?

The paper does not say. Footnote 9 states that where an FI has no NC, the board is expected to perform the NC’s functions, and the subsidiary concession lets a bank or insurer that is a subsidiary of another bank or insurer, or of a financial holding company, keep that arrangement. Table D and Table E add an NC chairperson approval without addressing institutions that have no NC chair, so this is worth asking MAS about before assuming the board chairperson’s approval covers it.

Does the three-year maximum term force a director off the board after three years?

The cap applies to each appointment, and re-appointment remains possible. Footnote 32 shows the mechanics: a director appointed on 1 January 2024 serves to 2026, and MAS’s approval would have to be obtained to re-appoint the same individual in 2027. Tier 2 insurers and Tier 2 DFHCs (Licensed Insurer) are excluded from the proposed director term.

Our DFHC holds both a bank and an insurer. Which set of standards applies?

Paragraph 1.3 says MAS intends to subject DFHCs holding a bank or insurer subsidiary, or both, to the same standards as their subsidiary. It does not explain how that works where the two subsidiaries sit in different tiers. The draft DFHC regulations, which MAS will share with relevant industry participants at a later date, are where that answer would appear.

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Key Takeaways

• Committee seats held by executives or non-directors become gaps on the two-year runway: the RC turns non-executive only, the EXCO, NC, RC and AC turn directors only, and an EXCO with its own chair hands that role to the board chairperson.
• For DSIBs, an AC or RMC chair who also chairs the board or another mandatory committee, or an AC chair sitting on the RMC, is a gap to close within the transition.
• Size the seat and independence gap against Table B before the transition clock starts, because the new board sizes and independence ratios sit outside Table F and apply after the proposed two-year transition.
• Where NC appointments run on the current annual cycle, the NC chairperson approval becomes a yearly application at every locally incorporated bank and at DSIIs and Tier 1 insurers.
• AGM notice and annual report templates need new fields: candidates’ past and current directorships, qualifications and relationships, and each director’s aggregate-tenure and independence status.
• A bank losing Head of Treasury approval still needs a fit-and-proper file on the appointee, because MAS expects that due diligence to continue.
• Four open points merit a position in the response: the CIO definition, the NC chair where the board performs NC functions, how the immediate tenure count interacts with existing ratios, and whether the AG 14.5 related party disclosure expectation should stay.

Sources and References

• MAS media release, “MAS Consults on Targeted Updates to Corporate Governance Requirements for Banks, Insurers and Designated Financial Holding Companies”, 30 September 2026: mas.gov.sg media release
• MAS, Consultation Paper on Amendments to Corporate Governance Regulations for Banks, Insurers and Designated Financial Holding Companies (P016-2026), consultation page with closing date: mas.gov.sg consultation page
• MAS, Consultation Paper P016-2026, September 2026, including Tables A to F and Annex A: consultation paper (PDF)
• MAS, draft amendments to the Banking (Corporate Governance) Regulations 2005: draft Banking CG Regulations (PDF)
• MAS, draft amendments to the Banking Regulations: draft Banking Regulations (PDF)
• MAS, draft amendments to the Insurance (Corporate Governance) Regulations 2013: draft Insurance CG Regulations (PDF)
• FormSG submission form for comments, linked from the MAS media release: form.gov.sg submission link
• MAS, Guidelines on Corporate Governance, last revised 9 November 2021: mas.gov.sg Guidelines on Corporate Governance
• MAS, Guidelines on Individual Accountability and Conduct: mas.gov.sg Guidelines on Individual Accountability and Conduct
• MAS, Framework for Impact and Risk Assessment of Financial Institutions (Appendix 4 sets out the principles for calibrating corporate governance standards): mas.gov.sg impact and risk assessment framework

Before the 9 December consultation deadline

Holding companies can map their tier from the paper’s tables, which cover DFHCs alongside their subsidiaries, but MAS has yet to circulate the draft DFHC regulations. The FormSG window closes at 11:59 pm on 9 December 2026, and the artifact to have by then is a tier-by-tier gap analysis that splits the Table F items from the composition changes on the two-year runway, with the response positions on the open points drawn from it.

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