Understanding Register of Directors’ and CEOs’ Shareholdings

August 4, 2021

Here is a recap on the share-related statutory registers which we have shared previously in our earlier blog posts, namely: -

Register of Members
Register of Allotments
Register of Transfers
Register of Substantial Shareholders

Now here is one more share-related statutory register that we wish to share more information with you – Register of Directors’ and CEOs’ Shareholdings.

Introduction to Register of Directors’ and CEOs’ Shareholdings

This Register records your Directors’ and CEO’s shareholdings in your Company and its related corporations and is important for a few reasons:

It is a statutory requirement under section 164 of the Companies Act, Chapter 50 (the “Act”).
It facilitates the preparation of the sections relating to Directors’ shareholdings in the Directors’ statement of your Company’s financial statements in accordance with Twelfth Schedule of the Act.
The information contained in this Register enables your Company to assess the impact on Directors’ position if there is a conflict of interest.
It is useful for shareholders to have such information in order to be aware of who may control sufficient voting rights to influence the decisions of your Company and hence, exercise control over your Company.
It is in accordance with good corporate governance to ensure transparency in the disclosure of the ownership structure of your Company.

When to update

At the point of incorporation of your Company, you should have set up this Register as part of your Company’s statutory registers.
Whenever there a new Director or CEO appointed to your Company, you will need to include details of his/her interests (shares, units, warrants, debentures, rights, options or contracts) in your Company and/or its related corporations in this Register.
Whenever a Director or CEO of your Company gives notification to your Company with respect of changes in his/her interests, you will need to update this Register accordingly.
Even if your Company did not receive any notifications on changes in Directors’ or CEO’s interests, you should still review the entries in this Register once a year and obtain confirmation from the Directors and/or CEO of your Company that the information in this Register remains correct and updated.

What to update

Typically, you should update the following fields in the Register of Directors’ and CEOs’ Shareholdings: -

Field	What you need to update
Number	Number of security held by Director / CEO as at date of incorporation or date of appointment; or Number of security acquired / disposed by Director / CEO
Description	Nature of security e.g. shares, units, warrants, debentures, options, rights, contracts
Amount	Amount of security (in dollar value) held by Director / CEO as at date of incorporation or date of appointment; or Amount of security (in dollar value) acquired / disposed by Director / CEO
How held	Manner of how the securities are held by Director / CEO e.g. Directly held; Deemed held; Held in trust; or Right to become holder.
Date of Agreement	Date on which the acquisition / disposal of interest is effected
Price or other consideration	Amount paid / received for the acquisition or disposal of interest or right
Total Holdings	Current number of security, direct or deemed, held by Director / CEO
Details of nature and extent or interest or right	Further details, if any.

Lastly….

Do note that you are required to update the Register within 3 days upon receipt of notification from a Director or CEO of your Company.

With this blog post, we have covered all the share-related statutory registers. If you need a recap on the other share-related statutory registers, feel free to take a read on our earlier blog posts.

If you need ready-to-use customisable templates for statutory registers, including Register of Directors’ and CEOs’ Shareholdings, you may wish to check out our e-shop when you click on the category – Statutory Registers.