Conducting company general meetings amid Covid-19 outbreak

APART from affecting how we live and work, Covid-19 has also led to many changes among corporates.

Regulators have had to make modifications to help listed companies comply with safe distancing and other measures put in place to flatten the infection curve in Singapore.

Among other things, the Singapore government has legislated alternative arrangements to enable issuers to conduct their general meetings, while adhering to prevailing safe distancing measures.

These arrangements apply for general meetings held between March 27, 2020 and Sept 30, 2020. The following are some key points that shareholders should be aware of for general meetings conducted during this period:

1. Conduct of meeting

Issuers have to conduct their general meetings through "electronic means" which means shareholders can observe the proceedings of the meeting by audio and video means (for example, "live" webcast).

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In addition, issuers must also allow shareholders to listen to the meeting proceedings by audio only means (for example, a telephone number). Details on the arrangements are provided in the notices of general meetings.

2. Voting

As shareholders are unable to attend the general meeting physically, they must vote by proxy only, and only the chairman of the meeting may be appointed as proxy.

Shareholders should specifically indicate how they wish to vote for or vote against (or abstain from voting on) the resolutions.

3. Proxy forms

Shareholders are allowed to submit proxy forms through electronic means (for example, an e-mail enclosing signed PDF copies of the proxy form), as an alternative to sending them in by mail.

4. Questions

Shareholders may ask questions relating to the resolutions to be passed at the general meetings, within a reasonable time prior to the date of the meetings.

All substantial and relevant questions will be addressed by the board of directors and/or management prior to, or at, general meetings.

5. Documents

All documents relating to the business of the general meeting (for example, proxy forms, shareholders' circulars) are published on SGXNET and the issuer's corporate website, and published together with the notice of general meeting.

For rights issues and take-over or merger transactions, shareholders would also be informed by mail on how to access electronic versions of the documents, which will come together with hard copy application or acceptance forms for their necessary action.

6. Minutes

Issuers must publish minutes within one month after the general meeting on SGXNET and, if available, the issuer's corporate website.

The minutes should record substantial and relevant comments or queries from shareholders relating to the agenda of the general meeting, as well as responses from the board of directors and management of the company.

As always, shareholders should check SGXNET and the issuer's corporate websites to keep updated of the latest announcements.