SGX RegCo issues guidelines on general meetings during coronavirus outbreak

THE regulatory arm of the Singapore Exchange has provided guidelines for listed companies or trusts to hold their general meetings amid the novel coronavirus situation.

They were set out after consultation with the Accounting and Corporate Regulatory Authority and the Monetary Authority of Singapore, the Singapore Exchange Regulation (SGX RegCo) said in a statement on Thursday.

SGX RegCo recommended the following measures for the holding of general meetings:

1. Segregate attendees across different venues, for example in separate rooms in the same building. Video links could be provided to allow attendees at each venue to participate.

2. Reduce the scale of the meeting at any one venue to below 250 persons. This is in line with the Ministry of Health's (MOH) advisory on March 13 relating to social distancing measures.

3. Organise the venue to reduce the crowding of attendees and improve ventilation. For instance, the seats should be placed at least one metre apart from one another.

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4. Provide advance notice to shareholders to inform them on the number of attendees to be accommodated at each venue.

5. Ask shareholders to pre-register if they or their proxies wish to attend in person, so as to better manage the number of attendees.

6. Provide shareholders with alternative ways to participate in the meetings, if the issuers expect 250 or more people will attend or if they will likely face constraints in the organisation of the venue. For example, issuers can provide a simultaneous webcast of the proceedings, and where possible allow participants to pose questions concurrently. Alternatively, if there are challenges with taking questions electronically during the webcast, issuers may invite shareholders to submit questions in advance.

7. Promptly notify shareholders in advance of alternative arrangements, and give them instructions on how to participate at general meetings in their notice of general meeting or by way of an announcement on SGXNet.

8. Enable shareholders to appoint the chairman of the general meeting, or any other person, to act as proxy and direct the vote at the meeting. Issuers are also encouraged to give ample notice to shareholders on the general meetings, to allow them to consider the matters and vote via proxy.

9. Publish minutes of the general meetings on the issuer's website, including the responses from the board of directors and management to substantial queries and relevant comments from shareholders.

10. Adopt further digital tools for the conduct of their general meetings. On this point, SGX RegCo said it "stands ready to work with" issuers.

In addition, issuers should implement precautionary measures at the general meeting venue itself, as advised by MOH.

Such measures include temperature and health screening, as well as requiring all attendees to sign a health declaration form and provide their travel history and contact details before entering the venue.

"Issuers should turn away attendees who are unwell as well as those with travel history to certain countries or regions in the specified period preceding the general meeting, as announced by MOH," SGX RegCo said.

It added that directors may be unable to attend general meetings in person due to travel restrictions. Issuers should thus arrange to allow these directors to attend through virtual means.

Singapore issuers should work with their legal advisers and company secretaries in determining the arrangements for the conduct of their general meetings.

On Thursday, OCBC Bank said it strongly encourages its shareholders to use the options that will be made available to them to participate in the bank's annual general meeting (AGM) on April 30, instead of attending in person.

These options include a live webcast of the AGM proceedings, Koh Ching Ching, OCBC's head of group brand and communications, told The Business Times. Shareholders can also submit their questions via email to the bank a few days earlier, so that OCBC can respond to them during the webcast.

Details of the conduct of OCBC's AGM will be shared with shareholders in due time, Ms Koh said.

In February, SGX RegCo gave all listed firms an additional two months to hold their AGMs. This means issuers whose financial year ends on Dec 31, 2019 will have up to June 30, 2020 to hold their AGMs.

Separately, the bourse operator this week announced a S$5 million care package, which includes a grant for qualifying issuers to help them facilitate AGMs amid social distancing, travel and visitor restrictions. SGX will reach out to issuers directly to provide further information on this.

On Monday, the Investor Relations Professionals Association (Singapore) called for an industry-wide dialogue on how companies can manage virtual AGMs while meeting corporate governance requirements.

The association's president Harold Woo suggested that such a dialogue could take place between the authorities - including SGX - and other listed companies, as well as firms that provide corporate secretarial services and scrutineers at AGMs.