1.1 On 11 January 2023, the Exchange amended the SGX–ST Listing Rules (Catalist) to prescribe a nine-year tenure limit for independent directors. Rule 406(3)(d)(iii) was deleted and Rule 406(3)(d)(iv) was inserted.

1.2 Rule 406(3)(d)(iii) stated that a director will not be independent if he has been a director of the issuer for an aggregate period of more than nine years (whether before or after listing) and his continued appointment as an independent director has not been sought and approved in separate resolutions by (A) all shareholders; and (B) shareholders, excluding the directors and the chief executive officer of the issuer, and associates of such directors and chief executive officer.

1.3 Rule 406(3)(d)(iv) states that a director will not be independent if he has been a director of the issuer for an aggregate period of more than nine years (whether before or after listing). Such director may continue to be considered independent until the conclusion of the next annual general meeting of the issuer. Rule 406(3)(d)(iv) takes effect for an issuer's annual general meeting for the financial year ending on or after 31 December 2023.

1.4 This Transitional Practice Note is published to establish transitional arrangements for the application of these Rules between 11 January 2023 and the date of the issuer's annual general meeting for the financial year ending on or after 31 December 2023 (the "Transitional Period").

2.1 As of the date of an issuer's annual general meeting for the financial year ending on or after 31 December 2023, a director (whether independent, executive or non-executive) who has served on the board of an issuer for an aggregate period of nine years will no longer be eligible to be designated as an independent director of the issuer, as set out in Rule 406(3)(d)(iv). This includes any person who has been a director of the issuer (whether independent, executive or non-executive) for an aggregate period of more than nine years and had previously retired from the board.

2.2 During the Transitional Period, directors who have served for more than nine years can remain as independent directors so long as they meet the requirements in Rules 406(3)(d)(i) and 406(3)(d)(ii). Rule 406(3)(d)(iii) does not apply during the Transitional Period, including for directors who are re-appointed during this Transitional Period.

2.3 For example, if a person has been a director (whether independent, executive or non-executive) of an issuer for an aggregate period of more than nine years and his term expires during the Transitional Period, the person may remain as an independent director of the issuer if he is re-elected. Rule 406(3)(d)(iii) does not apply to his or her re-election during the Transitional Period. However, the person must resign from the board or be designated as a non-independent director no later than at the annual general meeting of the issuer for the financial year ending on or after 31 December 2023.