SGX-listed firms adapt to rules governing AGMs amid virus outbreak

OVER the past few weeks, Singapore Exchange (SGX) listed companies have had to adapt to rapidly changing rules governing gatherings and meetings.

Plans to host physical and even virtual meetings have been put on hold at some companies, while others appear to be going ahead. The different reactions illustrate some challenges that companies face complying with listing rules amid the Covid-19 pandemic.

On March 31, SGX announced in a joint statement with the Accounting and Corporate Regulatory Authority (ACRA) and the Monetary Authority of Singapore (MAS) that issuers who hold their annual general meetings (AGMs) before April 30 must provide a live webcast for attendees. At these meetings, any quorum requirements can also be satisfied through the attendance of up to 10 people, or of any director or senior management of the issuer who holds shares, whichever is lower.

But companies that made arrangements to comply with this directive have since had to change their plans.

On April 3, the government announced new circuit breaker measures closing workplaces. This was followed by an even stricter measure prohibiting gatherings.

Subsequently, on April 7, a new law was passed in Parliament to allow registered societies and companies to conduct AGMs through alternative means such as a video conference, in line with safe distancing measures. The amendment allows for AGMs to be held without the need for them to be physically present, as these meetings can now be held virtually, said Senior Minister of State for Law, Edwin Tong.

GET BT IN YOUR INBOX DAILY

Start and end each day with the latest news stories and analyses delivered straight to your inbox.

Sign UpVIEW ALL

Mainboard-listed SP Corp, a subsidiary of property developer Tuan Sing Holdings, will be among the first few listed companies to conduct a virtual AGM.

This comes after it got the green light from SGX to proceed with its webcast. For the duration of the AGM, the Ministry of Trade and Industry (MTI) has also exempted SP Corp from the suspension of non-essential workplace activities during the nationwide "circuit-breaker" period.

The company emphasised that it will not accept any physical attendance by shareholders and that those who seek to attend the event will be turned away.

Tuan Sing's CEO William Liem, who is also interim executive director of SP Corp, told The Business Times (BT): "The current outbreak continues to throw out unprecedented events, with lots of uncertainties. We therefore would like to take the opportunity, while at all times, in compliance with the guidelines set out by the government, to proceed with our AGM as scheduled."

He added that the company would like to maintain continuous communication with shareholders, while exploring alternative and more efficient ways of conducting its meeting. SP Corp has engaged an external vendor to handle the technical logistics of the AGM, Mr Liem said.

But several companies appear set to continue with their AGMs.

Sheng Siong previously noted that its meeting will take place on April 28 at 6 Mandai Link, according to a notice put out on April 8. At 6.09pm on Monday, Sheng Siong announced that its AGM will instead be deferred to a future date. "The AGM for FY2019 will be held on or around June 29 and the company will further update shareholders of the new date and the procedures for participation in due course," the company said.

Meanwhile, Choo Chiang Holdings' meeting is slated to take place on April 8 at the Orchid Country Club. The company said it will implement additional measures such as temperature checks, health declarations and travel history checks.

The Catalist-listed electrical products retailer also discouraged investors from attending its physical AGM. "In view of the Covid-19 situation, we wish to advise shareholders that it is not essential for you to attend the AGM in person," the company said in its notice.

As for mainboard-listed instant coffee and snack manufacturer Food Empire, there were initially plans to hold its AGM in a "hybrid form". This would consist of a live webcast from its headquarters, along with a maximum of 10 people physically attending the meeting.

In response to queries from BT, the company said it is now awaiting updates from SGX and ACRA and will make a decision today about whether or not to proceed.

"There should not be problems for the company if AGM/EGM is not held as scheduled. We do not have any special resolutions that require shareholders to approve that may otherwise impede us from moving ahead with business," the company said.