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ACRA, MAS, SGX RegCo jointly announce new guidance for companies to hold AGMs

Jeffrey Tan
Jeffrey Tan • 3 min read
ACRA, MAS, SGX RegCo jointly announce new guidance for companies to hold AGMs
Under the new guidance, companies that choose to conduct their AGMs before April 30 must conduct the meetings in a certain manner.
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SINGAPORE (Mar 31): The guidance for companies to provide safe distancing measures when conducting annual general meetings (AGMs) has been refined further amid the ongoing novel coronavirus (Covid-19) pandemic.

This comes after the Ministry of Law and the Ministry of Finance today announced that they will introduce legislative provisions at the Parliament sitting in April.

These legislative provisions intend to give “legal certainty” for companies to hold AGMs in compliance with the Ministry of Health’s safe distancing measures.

The new guidance supersedes the previous one that was jointly announced by the Accounting and Corporate Regulatory Authority (ACRA), the Monetary Authority of Singapore (MAS) and the Singapore Exchange Regulation (SGX RegCo) on March 19.

Under the new guidance, companies can still choose to defer their AGMs beyond April 30, subject to the fulfillment of specified criteria and conditions.

However, companies that choose to conduct their AGMs before April 30 must conduct the meetings in a certain manner.

This includes the opportunity for shareholders to ask questions, the meeting to be shown through “live” webcast and the allowance for proxy voting.

At these AGMs, any quorum requirements will be satisfied through the attendance of the minimum number of shareholders specified in the company’s constitution.

This may be satisfied through the attendance of any director or senior management of the company who holds shares, or up to the number of individuals permitted under regulations — whichever is lower.

The regulations refer to the Infectious Diseases (Measures to Prevent Spread of COVID-19) Regulations 2020, which came into force on March 27.

The new guidance also advises companies to allow shareholders to ask questions in several ways.

For one, companies must invite their shareholders to submit any questions they may have in advance.

Other arrangements may include organising virtual information sessions before the AGMs and the close of proxy voting to provide shareholders with a forum to ask questions.

Companies should then publicly address “substantial” queries received from shareholders at the AGM via the companies’ website, “live” webcast and on SGXNet.

Companies must publish minutes of the AGM on their website, including “relevant comments” from shareholders as recommended in the Code of Corporate Governance 2018.

In terms of proxy voting, shareholders must appoint the chairperson of the AGM to act as proxy and direct the vote at the meeting.

Central Provident Fund (CPF) or Supplementary Retirement Scheme (SRS) investors, who wish to appoint the chairperson as their proxy should approach their respective CPF Agent Banks or SRS operators to submit their votes at least seven working days before the AGMs.

Meanwhile, companies are “strongly encouraged” to provide at least 21 days’ notice to shareholders on the AGMs.

This is to allow shareholders to consider the matters, to pose questions if necessary and vote via proxy. Shareholders must submit the proxy form by mail or email.

“The Covid-19 situation has had extraordinarily huge global impact in just a matter of weeks,” say ACRA, MAS and SGX RegCo. “We would therefore like to remind [companies] to carefully consider these and other developments in their responses to shareholders and their disclosures.”

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