Revised SGX rules for hybrid general meetings to kick in from Jul 1

THE Singapore Exchange Regulation (SGX RegCo) has provided further guidance on the conduct of general meetings, particularly hybrid meetings.

The provisions come ahead of the upcoming expiry of the Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings) Orders on Jul 1. The orders allow entities to hold virtual meetings temporarily, even if prohibited under any written law or legal instrument.

SGX RegCo has amended its practice notes for both mainboard and Catalist-listed companies.

The key changes cover the conduct of hybrid general meetings, shareholder rights, meeting notices and disseminating documents, voting and minutes. They will apply to meets held on or after Jul 1, 2023, regardless of when companies issued their meeting notices, SGX RegCo said.

Unless prohibited by relevant laws and regulations in the jurisdiction of their incorporation, listed companies must now hold their general meetings at a physical space in Singapore. They may also use virtual meeting technology to allow shareholders to participate remotely.

Issuers holding their general meetings overseas who are unable to allow Singapore-based shareholders to participate virtually should also conduct information meetings for shareholders at a physical place in Singapore.

SGX will consider, on a case-by-case basis, instances where companies need to hold their general meetings outside Singapore due to circumstances like reaching a larger shareholder base, or having most of their shareholders based overseas.

Hybrid general meetings should also have processes set in place for the share registrar to verify and authenticate the identities of attendees, provide real-time remote electronic voting and real-time electronic communication, and be at no cost to shareholders.

Issuers must ensure that they have implemented the necessary safeguards to validate votes submitted by shareholders. Among other measures, electronic voting systems must accurately count all votes and also be able to provide an audit trail of records on their operation.

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“Shareholders have the right to participate fully in general meetings, regardless of the format of the meeting. These rights include the right to attend, ask questions, communicate their views, and to appoint proxies or to vote at general meetings,” SGX RegCo said.

When deciding the format of the meeting, issuers should consider the size and needs of their shareholder base and how best to facilitate shareholder engagement, said the authority.