SINGAPORE: Singapore Exchange Regulation (SGX RegCo) in consultation with the Accounting and Corporate Regulatory Authority and the Monetary Authority of Singapore is providing guidance on the holding of general meetings amid the COVID-19 situation.
SGX RegCo had earlier announced measures to give time extensions for issuers with 31 December financial year-end to hold their annual general meetings (AGMs) by 30 June 2020.
Separately, SGX announced the SGX Care Package on 16 March 2020. This package includes a grant for qualifying issuers to help them facilitate AGMs amid social distancing, travel and visitor restrictions, which have been challenging for many. SGX will reach out to issuers directly to provide further information.
Taking guidance from the Ministry of Health’s advisories to-date, as well as from our engagements with market participants, SGX RegCo sets out the following measures which issuers could adopt in the holding of AGMs and general meetings:
Issuers may arrange to segregate attendees across various venues (for example, a separate room in the same building). Video-links could be provided to allow attendees at each venue to participate.
In line with the 13 March 2020 Ministry of Health advisory relating to, among others, social distancing measures, issuers should reduce the scale of the general meeting at any one venue to below 250 persons.
It is also crucial that the venue is organised in a manner to reduce the crowding of attendees and improve ventilation. For example, the seats in the venue should be placed at least one metre apart from one another.
Issuers should provide advance notice to shareholders to inform them on the number of attendees to be accommodated at each venue.
To better manage the number of shareholders that may attend the general meeting, issuers may also consider asking shareholders to pre-register if they (or their proxies) wish to attend the general meeting in person.
If issuers anticipate that 250 or more people will attend their general meetings, or constraints are likely in the organisation of the venue, shareholders should be provided with alternative arrangements to participate in the meetings. For example, issuers can provide a simultaneous webcast of the proceedings of the general meetings, with arrangements to pose questions concurrently where possible. Alternatively, if there are challenges with taking questions electronically during the webcast, issuers may invite their shareholders to submit any questions they may have in advance. Issuers can publicly address substantial queries received from shareholders ahead of the general meeting. Other arrangements include organising virtual information sessions before the general meetings to provide shareholders with a forum to ask questions and engage with management and the Board of Directors.
Issuers should ensure that shareholders are promptly notified in advance of alternative arrangements and given instructions on how to participate at general meetings in their notice of general meeting or by way of an SGXNET announcement.
Shareholders may appoint the Chairman of the general meeting (or any other person) to act as proxy and direct the vote at the general meeting. Issuers are also encouraged to provide ample notice to shareholders on the general meetings to allow shareholders to consider the matters and vote via proxy. Shareholders may submit the proxy form by mail or electronically (if provided in the issuer’s constitution).
Issuers should publish minutes of the general meetings on its website including its responses from the Board of Directors and management to substantial queries and relevant comments from shareholders as recommended in the Code of Corporate Governance 2018.
Issuers are encouraged to adopt further digital tools for the conduct of their general meetings, and SGX RegCo stands ready to work with them.
In addition, issuers should implement precautionary measures at the general meeting venue itself, as advised by the Ministry of Health, including:
Issuers should implement temperature and health screening measures, and all attendees should be required to sign a health declaration form and provide their travel history and contact details (to facilitate contract tracing, if required) before entering the venue.
Issuers should turn away attendees who are unwell as well as those with travel history to certain countries/regions in the specified period preceding the general meeting, as announced by Ministry of Health.
In the interest of public health including the well-being of shareholders, shareholders:
Are strongly encouraged to utilise options available to them to participate in general meetings without attending in person.
Must cooperate with the precautionary measures put in place by issuers should shareholders (or their proxies) wish to attend the general meeting in person.
Must not attend general meetings if they are feeling unwell or have been placed on quarantine orders or stay-at-home notices.
SGX RegCo also notes that directors may be precluded from attending the general meeting in person due to travel restrictions. Issuers should put in place arrangements to allow the director to attend the general meeting through virtual means.
SGX RegCo has reminded issuers to make timely disclosures on the financial impact or any other material aspects that the COVID-19 situation may have on their operations. Shareholders can monitor these disclosures provided by issuers for the latest updates.
Issuers should work with their legal advisors and company secretaries in determining the arrangements for the conduct of their general meetings.