Coronavirus: ACRA, MAS to propose legislative amendments on conduct of shareholder meetings

LISTED companies in Singapore will soon get legal certainty on how they can conduct their shareholder meetings while complying with safe-distancing rules amid the novel coronavirus outbreak.

The Accounting and Corporate Regulatory Authority (ACRA) and the Monetary Authority of Singapore (MAS) are working with other government agencies to propose legislative amendments in relation to the conduct of meetings, which include general meetings and scheme meetings.

ACRA and MAS are looking to introduce these amendments for the Parliament sitting in April, they said on Wednesday in a joint release with the Singapore Exchange Regulation (SGX RegCo).

The statement comes a day after Singapore authorities suspended all events - even those with fewer than 250 participants - as part of tightened measures to minimise the spread of Covid-19.

The amended legislation will allow issuers the flexibility to limit the number of attendees in a physical meeting and for other participants to participate by virtual means.

Alternatively, it will also give issuers the option to hold meetings solely by virtual means.

These options will be available notwithstanding any contrary provisions in the companies' constitutive documents, the joint release stated.

"Issuers are to put in place arrangements for participants to cast their votes remotely in writing or through electronic means," it added.

At present, the Companies Act does not have provisions in relation to virtual meetings, but there are no provisions expressly prohibiting them either.

All issuers are expected to comply with the Ministry of Health's mandatory safe-distancing measures, and must implement all relevant measures in the conduct of meetings, said ACRA, MAS and SGX RegCo on Wednesday.

SGX RegCo last month announced time extensions for issuers with a Dec 31 fiscal year-end to hold their annual general meetings (AGMs) by June 30, 2020.

Issuers who need more time to put in place alternative arrangements for organising virtual meetings will be able to obtain an extension to do so, SGX RegCo said on Wednesday.

"Investors, on their part, are strongly encouraged to use alternative ways available to participate in meetings, including virtual meetings," the joint release stated. "To exercise their voting rights, investors should consider appointing the chairperson of the general meeting to act as proxy and direct the vote at the general meeting."

SGX RegCo added that it is working with the Securities investors Association (Singapore) or Sias to provide further guidance to investors on how they can participate and cast their votes.

On March 19, SGX RegCo published a list of precautionary measures for issuers to adopt for their shareholder meetings amid the novel coronavirus outbreak. Among other things, it encouraged companies to use digital tools, segregate attendees across different venues, and ask shareholders to pre-register if they wish to attend in person.

Separately, on Wednesday morning, DBS Group said it is re-assessing its AGM plans in view of the stricter measures announced on Tuesday night.

"In the meantime, DBS is suspending registrations for in-person attendance at the AGM, but will continue to accept registrations for the live webcast option until further notice," the bank said in a bourse filing on Wednesday. Its AGM is scheduled for March 31 at 2pm.

Read more: SGX issues AGM guide to listed firms which factors in health advisories