AGMs must include live webcast; two possible ways to satisfy quorum: SGX RegCo

Singapore

ISSUERS who hold their annual general meetings (AGMs) before April 30 must provide a live webcast for attendees, the Singapore Exchange Regulation (SGX RegCo) said on Tuesday in a joint statement with the Accounting and Corporate Regulatory Authority and the Monetary Authority of Singapore.

At these meetings, any quorum requirements can also be satisfied through the attendance of up to 10 people or of any director or senior management of the issuer who holds shares, whichever is lower.

This will allow companies to hold their AGMs while complying with safe-distancing regulations introduced by the government on March 27.

Issuers must also ensure the meetings give shareholders the chance to ask questions and allow proxy voting, the joint statement said.

To facilitate questions from shareholders, companies must invite them to submit questions in advance. Any substantial queries should be addressed via the issuer's website, through live webcast and on the SGXNet announcements website.

Other arrangements may include organising virtual information sessions before the AGMs and the close of proxy voting, so as to provide shareholders with a forum to ask questions and engage with management and the board of directors ahead of voting.

The latest guidance supersedes an earlier version issued on March 19, the joint statement said.

Issuers can still, as previously announced, choose to defer their AGMs to after April 30 if the specified criteria and conditions are fulfilled.

David Gerald, foun-der and chief executive officer of Securities Investors Association (Singapore), or SIAS, said shareholders should monitor companies' announcements as to when they would be holding their AGMs.

The new legislation would probably allow for virtual meetings to take place and both companies and shareholders will need to acquaint themselves with this new format, he added.

In its latest guidance for shareholders, SIAS said shareholders should ask companies about dividend payments as the postponement of AGMs could mean a delay in payment.

On Monday, DBS Group Holdings announced that it is pushing back its books closure and dividend payment dates following a postponement of its AGM. Its AGM and dividend payment dates have not yet been fixed.

The use of virtual meetings for AGMs will be made possible by new legislative provisions announced on Tuesday by the Ministry of Law and the Ministry of Finance, which deal with laws that require physical attendance for certain meetings.

These provisions will be introduced at the Parliament sitting on or around April 7, the ministries said.

Singapore-listed firms have been reassessing their AGM plans following the implementation of safe-distancing regulations by the government. Nearly all have postponed their meetings. DBS was the first to announce special arrangements for a meeting that accommodated a maximum of 250 physical participants alongside a live webcast, but had to postpone it when stricter distancing measures kicked in.