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MinLaw to curb number of owners a proxy can represent at meetings on enbloc sales

MinLaw to curb number of owners a proxy can represent at meetings on enbloc sales

Source: Business Times
Article Date: 30 Sep 2020
Author: Vivienne Tay

The Second Schedule of the LTSA will be amended 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.

The Ministry of Law (MinLaw) 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 a statement on Tuesday.

At present, 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 - but there is now no limit to the number of owners a proxy may represent.

The Second Schedule of the LTSA will be amended 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 in January 2021, to ensure compliance with the proxy restrictions.

MinLaw said in another announcement on Tuesday that 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 now allowed for some types of meetings. These include the general meetings of companies, business trusts and variable capital companies (VCCs), as well as insolvency-related meetings.

These are among the amendments made to the Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings) Orders that kicked in on Tuesday, said the ministry in a statement.

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

The changes also extend the deferral provisions to allow some entities to defer their meetings for longer. None of the deferral provisions 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, VCCs, business trusts, unit trusts, debenture holders.

However, the Monetary Authority of Singapore (MAS), Singapore Exchange (SGX) and the Accounting and Corporate Regulatory Authority (Acra) may extend deadlines on a case-by-case basis.

Collective sale committee meetings will also 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 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 have been 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 they wish to raise at the meeting.

Also, amendments were made to 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.

The MAS, Securities Industry Council (SIC) and SGX RegCo announced separately on Tuesday that listed issuers and parties involved in rights issues and takeover or merger transactions will continue to have the option to electronically disseminate offer documents through publication on SGXNet and their corporate websites for nine more months, that is, until June 30, 2021.

This extension is aligned to the extension of the alternative meeting arrangements under the Covid-19 (Temporary Measures) Act 2020, the three entities said in a joint statement.

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

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