Companies get more time to hold AGMs amid Covid-19 pandemic

Singapore

THE Accounting and Corporate Regulatory Authority (ACRA) and the Singapore Exchange Regulation (SGX RegCo) are giving companies a 60-day time extension to hold their annual general meetings (AGMs).

The move comes amid the Covid-19 pandemic which may see some companies having difficulties in holding their AGMs and filing their annual returns, ACRA said on Tuesday.

The current situation could also make the performing of statutory audits for full-year financial results challenging, SGX RegCo said separately on Tuesday.

For ACRA, the 60-day extension applies to both listed and non-listed companies with AGMs due during the April 16 to July 31 period, it said.

Companies previously granted an extension by ACRA to hold their AGM within this period will also be given a further 60-day extension from their last date of extension.

In addition, ACRA is giving a 60-day extension to companies whose annual return filing due dates fall between May 1 and Aug 31. There will be no need for these firms to apply for the time extension.

The agency will also not impose any penalties on companies whose AGMs are due during the April 1 to April 15 period, as long as they hold their AGM within 60 days of their due date. Similarly, their annual return filing dates will be extended by 60 days with no need to apply for the time extension.

Meanwhile, SGX RegCo announced it will automatically extend by 60 days the AGM deadline for all Singapore-listed companies whose financial year ended on or before March 31, 2020.

They must issue their annual reports to shareholders and the bourse at least 14 days before the AGM's date. But listed companies with financial year ended Dec 31, 2019 will still need to issue their annual reports by April 15.

These listed companies need to notify the SGX RegCo by e-mail and announce via the SGXNet their relevant financial year-end and the indicative timeline to convene their AGM. They also need their board of directors' confirmation that the time extension will not contravene any laws and regulations governing the issuer and its constitution.

Listed companies do not need to apply to ACRA if they are Singapore-incorporated firms. They also do not need to apply to the Monetary Authority of Singapore (MAS) if they are listed business trusts or real estate investment trusts.

They are "strongly encouraged" to provide at least 21 days notice to shareholders on the general meetings to allow shareholders to consider the matters, pose questions, if necessary, and vote via proxy.

Any material adjustments subsequently made by auditors which result in material variance from previously announced unaudited full-year results must be disclosed immediately.

ACRA said it will continue to monitor the situation closely and will consider at a later date if there is a need to extend the time for companies whose AGMs are due beyond July 2020.

The SGX RegCo is also assessing the impact of the ongoing circuit-breaker measures on the holding of the AGMs and plans to guide the market shortly.

It was announced on March 25 that ACRA and MAS are looking to propose legislative amendments in relation to the conduct of meetings, which include general meetings and scheme meetings. This is to allow listed companies to get legal certainty on how they can conduct their shareholder meetings while complying with safe-distancing rules amid the novel coronavirus outbreak.

ACRA and MAS are looking to introduce these amendments for the Parliament sitting in April, they said in a joint release with the SGX RegCo at the time.

Numerous companies including Jardine Cycle & Carriage, OCBC Bank, and DBS Group Holdings have filed updates with the Singapore Exchange in recent weeks informing shareholders that their AGMs will be postponed until further notice.