Discipline needed when applying to delay AGMs

RULE 707(1) of the Mainboard and Catalist Rulebooks requires all issuers with a primary listing on Singapore Exchange (SGX) to hold their annual general meetings (AGMs) within four months after the financial year-end. They are also required to issue their annual report to shareholders and SGX at least 14 days before the AGM. The Singapore Companies Act requires listed companies to hold their AGMs within the same deadline and to send the audited financial statements and the auditor's report to shareholders at least 14 days before the AGM.

Some issuers apply for a waiver from Rule 707(1) in order to hold their AGM after the four-month deadline. Holding the AGM after the statutory deadline also requires the approval of the relevant regulatory authority. SGX typically expresses no objection to the AGM being held at a later date subject to certain conditions, one of which is that the relevant regulatory authority concerned also approves the extension. For Singapore-incorporated companies, the relevant regulatory authority is the Accounting and Corporate Regulatory Authority (Acra).

Issuers that apply for waivers to delay results announcements often apply for waivers from Rule 707(1) as well. Although regulators do grant waivers from Rule 707(1) in most cases, we are pleased that, based on what we have seen in 2016 compared to 2015, they appear to be getting stricter in doing so. In some cases, an application for a waiver or a further waiver was rejected by SGX. In at least six cases in 2016, SGX had granted approval for a waiver or further waiver subject to Acra also giving approval, but Acra subsequently rejected the application.