Virtual AGMs allowed till next June; real-time electronic voting green-lit: MinLaw

ALTERNATIVE arrangements for meetings - such as companies' virtual annual general meetings (AGMs) - can now continue till June 30 next year.

Real-time electronic voting is also now allowed for some types of meetings, including the general meetings of companies, business trusts and variable capital companies, as well as insolvency-related meetings.

These are among the amendments made to the Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings) Orders that came into force on Tuesday, said Singapore's Ministry of Law (MinLaw) in a press statement.

Separately, the ministry announced it will restrict the number of owners that a proxy can represent at general meetings for en bloc sales, starting next year, to "minimise the risk of proxy abuse". MinLaw will do so by amending the Second Schedule of the Land Titles (Strata) Act (LTSA), it said in another statement on Tuesday.

For the Meetings Orders, the amendments bring more convenience and engagement for virtual meetings, as well as extend the Meetings Orders' timeframe to June 30, 2021, MinLaw stated.

They also extend the deferral provisions to let some entities defer their meetings for longer.

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This is to provide the entities with a further grace period to overcome practical difficulties in organising meetings, whether virtual or physical, MinLaw said.

None of the extended deadlines are later than the end of this year.

Meetings that may be deferred only up to Sept 30, 2020 include those of town councils and school management committees, as well as bankruptcy and insolvency-related meetings.

Those that may be deferred till Dec 31, 2020 include general and board meetings of charities and registered societies, general meetings of management corporations (including for the purposes of collective sale), and meetings of trade unions.

There will continue to be no deferral provision in the Meetings Orders for general meetings of companies, variable capital companies (VCCs), business trusts, unit trusts, debenture holders. However, the Monetary Authority of Singapore, Singapore Exchange and the Accounting and Corporate Regulatory Authority may extend deadlines on a case-by-case basis.

Collective sale committee meetings also will not have any deferral provision; there are no statutory deadlines for these meetings that can be deferred.

Among the refinements to the Orders is the inclusion of the option of real-time electronic voting for some types of meetings, as long as certain prescribed safeguards are adopted and the entity still allows attendees to vote by appointing the chairman or convenor as their proxy to vote.

This option applies to meetings conducted on or after Oct 1, 2020, up to the expiry of the relevant Meetings Order. Real-time electronic voting was previously not provided for as an alternative arrangement for most types of meetings.

As for real-time question-and-answer sessions, amendments were made to the Meetings Orders to expressly clarify that entities are allowed to carry out such sessions via electronic means.

This is as long as the entity also allows attendees to submit in advance, by post or e-mail, the matters that they wish to raise at the meeting.

Also, amendments were made to expressly clarify that entities can opt to use electronic means - aside from e-mail or post - to accept submissions from attendees who wish to raise matters at the meeting. These other electronic means may include virtual AGM platforms.

MinLaw noted that entities can still choose to rely on meeting arrangements permitted by their governing instruments, as long as they do so while complying with prevailing safe-distancing regulations.

A list of guidance notes and regulators' contact information can be found at https://go.gov.sg/alternativemeetings

Meanwhile, proxy restrictions at general meetings for en bloc sales will come into force in January next year.

Today, under the LTSA, an owner of a strata-titled property may appoint a proxy to attend general meetings for en bloc sales and vote on proposals or the election of collective-sale committee members, on his or her behalf. However, there is no restriction on the number of owners a proxy may represent, at present.

"We will strengthen the safeguards in the LTSA to encourage owners to participate in person in such general meetings and minimise the risk of proxy abuse," MinLaw said in its statement.

The ministry plans to amend the Second Schedule of the LTSA to set a cap for proxy holders at either 2 per cent of the total number of lots in a strata development or at two lots, whichever is higher.

It will also improve the form of instrument to appoint a proxy, to allow the proxy giver to explicitly direct the proxy to vote as the proxy giver intended.

Developments should make the necessary preparations before the LTSA amendments take effect from next January, to ensure compliance with the proxy restrictions, MinLaw said.

Other than the alternative meeting arrangements provided for in the Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings for Management Corporations, Subsidiary Management Corporations and Collective Sale Committees) Order 2020, the relevant provisions in the LTSA relating to general meetings for en bloc sales continue to be in force.

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