Consultation on Singapore Code on Take-overs and Mergers

We refer to the invitation from the Securities Industry Council (SIC) to comment on the consultation paper on proposed changes to the Singapore Code on Take-overs and Mergers (the Code). We appreciate the opportunity to provide feedback as SIC updates the Code to align with global best practices.

Norges Bank Investment Management (NBIM) is the investment management division of the Norwegian Central Bank and is responsible for investing the Norwegian Government Pension Fund Global. NBIM is a globally diversified investment manager with SGD2,378 billion invested in over 65 countries as of 31 December 2024, of which SGD8.7 billion was invested in the shares of 66 Singapore listed companies.

As an investor with approximately 70 percent of our holdings in listed equity, NBIM depends on thriving public markets that foster economic value creation. Effective takeover codes ensure fair treatment of all shareholders (especially minority shareholders like us), facilitate prompt information flows, prevent market disruption, and restrict harmful defensive actions by target companies. These elements support a vibrant market for corporate control that serves as an external governance mechanism enhancing corporate governance practices. We believe that board effectiveness and strong minority shareholder protections impact our long-term returns. Therefore, we welcome these amendments to the Code which strengthen these important safeguards and contribute to well-functioning capital markets that benefit all participants.

Please find in the annex our comments on the 17 proposals. We thank you for considering our perspective and remain at your disposal should you wish to discuss these matters further.

Yours sincerely

Carine Smith Ihenacho
Chief Governance and Compliance Officer                                                   

Jeanne Stampe
Lead Policy Advisor