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Virtual AGMs and shareholder meetings to be allowed till June

Virtual AGMs and shareholder meetings to be allowed till June

Source: Straits Times
Article Date: 05 Sep 2020
Author: Charmaine Ng

Move will help lower risk of Covid-19 transmission even after restrictions are relaxed.

Alternative arrangements to hold virtual annual general meetings (AGMs) and shareholder meetings can continue regardless of whether Covid-19 restrictions are in place.

This was among the amendments to the Covid-19 (Temporary Measures) Act that were passed urgently in Parliament yesterday.

During the second reading of the amendment Bill, Second Minister for Law Edwin Tong said his ministry intends to extend the timeframe to allow alternative arrangements for such meetings until June 30 next year.

Currently, companies, societies and charities are allowed to do so until Sept 30. Before the amendments, alternative meeting arrangements under the Act were tied to the duration of a Covid-19 control order.

Mr Tong said an extension will give these entities the option to hold virtual meetings, even when physical meetings are allowed under the prevailing Covid-19 regulations, and will help to lower the risk of Covid-19 transmission.

Other amendments passed yesterday include extension of deadlines for collective sales specified under the Land Titles (Strata Act) on a case-by-case basis through ministerial orders.

In addition, assessors appointed by the Ministry of Law (MinLaw) will now have enhanced powers to specify the amount of rent waiver in some cases when dealing with landlord-tenant disputes under the rental relief framework.

The amendments also clarify that once an application for relief is made for some contracts affected by breaches or delays in construction, supply or related contracts, parties cannot start other legal proceedings, until the application is rejected or withdrawn or until a determination is made by an assessor.

Adjudicators for the Building and Construction Industry Security of Payment Act (Sopa) are now also given the same powers as MinLaw-appointed assessors to adjust contract terms in these cases.

Mr Tong said this will lower the risk of having parallel proceedings, and allow for just and equitable outcomes from the resolution of disputes in Sopa proceedings.

Several People's Action Party (PAP) MPs rose to speak in support of the amendment Bill yesterday, with Mr Vikram Nair (Sembawang GRC) and Mr Zhulkarnain Abdul Rahim (Chua Chu Kang GRC) calling for MinLaw to consider allowing alternative meeting arrangements beyond the Covid-19 period, as they have proved to be cost-effective.

In response, Mr Tong said that under the Companies Act, as long as the constitution of companies or organisations allows for it, meetings can be held in a non-physical manner.

"But for the moment, our intention... is to give certainty to companies who are planning for the year-end AGMs, some as far as six months down the road, and we want them to know that they will be covered by the alternative arrangements," he said, adding that beyond that, MinLaw will assess the situation.

"For the long term, we'll study it and if this is something that is useful and workable, we'll consider whether or not and to what extent we can incorporate that into a more permanent position."

MPs ASK FOR EXTENSION AND SIMPLIFICATION OF RELIEF FRAMEWORK

Meanwhile, Mr Murali Pillai (Bukit Batok) asked if MinLaw will consider extending the relief period for individuals and businesses from their contractual obligations beyond October this year.

Mr Tong replied that MinLaw will monitor the situation before deciding whether it will be necessary to extend the relief period.

"We have to bear in mind that it's intrusive to step in to intervene with parties' contracts. So we do that judiciously and we always have to keep an eye on whether or not it's appropriate, what is the right level of intervention and whether... the circumstances require the intervention," said Mr Tong.

He also noted that the number of notifications for relief submitted in July and August has declined, compared with May and June.

This could either be due to fewer disputes between parties, or because people are becoming more educated on the relief framework and are getting better at negotiating the terms of their contracts outside of the framework, he added.

He was also asked by PAP MP Louis Ng (Nee Soon GRC) if more can be done to educate tenants and sub-tenants of their rental relief rights under the framework, while Workers' Party chairman Sylvia Lim (Aljunied GRC) asked if the application process can be made simpler as some small landlords and tenants may struggle with it.

Mr Tong said MinLaw has explained the framework "as best as we can", with a dedicated website set up, and several webinars were conducted by himself and Law Minister K. Shanmugam, as well as community outreach efforts.

He added that MinLaw officers have also been assisting applicants in the process, and urged Ms Lim to contact the ministry for assistance if she knows of any cases that have fallen through the cracks.

Source: Straits Times © Singapore Press Holdings Ltd. Permission required for reproduction.

 

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