Regulators issue updated guidelines for virtual shareholder meetings

Singapore

LISTED companies that need "certain essential persons" to be in the same physical location to facilitate a virtual general meeting can now do so, provided that there are no more than six people at the venue, and safe-distancing measures are complied with.

The Ministry for Trade and Industry (MTI) will grant an automatic time-limited exemption for that, the Singapore Exchange Regulation (SGX RegCo) said on Monday, in a joint statement with the Accounting and Corporate Regulatory Authority and the Monetary Authority of Singapore.

This comes as an order, which makes provisions for the conduct of general meetings during Singapore's "circuit breaker" period, was issued by the Ministry of Law on Monday.

The provisions apply to companies, variable capital companies (VCC), registered business trusts, relevant unit trusts (including real estate investment trusts (Reits)) and holders of debentures.

Under MTI's exemption, key persons could include the chairman of the meeting, the CEO, the company secretary, a cameraman or other technical administrator, the share registrar or the scrutineer.

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However, the issuer or its service providers must notify MTI of the date, time and venue of the meeting no later than one day before it takes place. A notification for time-limited exemption can be submitted via https://covid.gobusiness.gov.sg.

Issuers whose annual general meetings are due to be held during April 16 to July 31 can still choose to defer the meetings by up to 60 days, as previously announced by ACRA and SGX RegCo.

But those who wish to go ahead should follow the authorities' latest guidance.

For both issuers and non-listed companies, all notices convening general meetings must be sent to shareholders and members at least 14 calendar days (or 21 calendar days, where special resolutions are proposed) before the meeting. In each case, the notice period excludes the date of the notice and the date of the meeting.

Issuers are "strongly encouraged" to provide at least 21 calendar days' notice to shareholders, the joint statement said.

If issuers wish to adjourn or postpone a general meeting, at least 14 calendar days' notice (excluding the date of notice and the date of meeting) must be given for the reconvened meeting.

Also, a quorum for issuers and non-listed companies incorporated in Singapore has to be formed by two members of the company.

For issuers that are registered business trusts or Reits, a quorum is formed by unitholders personally or electronically present and satisfying the relevant quorum requirements, as determined by proxies submitted by unitholders prior to the meeting.

Guidelines that stilI hold include ensuring that issuers give shareholders the chance to ask questions and allow proxy voting during the meeting.

To facilitate questions from shareholders, companies must invite them to submit questions in advance.

And as of Monday's advisory, all substantial and relevant questions must be addressed by the board of directors or management either before, or during, general meetings.