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Plans for legislative changes on conduct of investor meetings

Plans for legislative changes on conduct of investor meetings

Source: Straits Times
Article Date: 26 Mar 2020

Issuers will be able to limit number of attendees, hold virtual meetings.

Listed companies will soon get legal certainty on how they can conduct shareholder meetings while complying with safe-distancing rules.

The Monetary Authority of Singapore and the Accounting and Corporate Regulatory Authority are working with other government agencies to propose legislative amendments in relation to corporate sector meetings.

The amendments could be introduced at next month's parliamentary sitting, they said yesterday in a joint statement with the Singapore Exchange Regulation (SGX RegCo).

It comes a day after the authorities suspended all events - even those with fewer than 250 participants - as part of tightened measures to minimise the spread of Covid-19.

The amended legislation will allow issuers to limit the number of attendees in a physical meeting and for other people to participate by virtual means. It will also give issuers the option to hold meetings solely by virtual means.

"Issuers are to put in place arrangements for participants to cast their votes remotely in writing or through electronic means," the statement said.

The Companies Act does not have provisions relating to virtual meetings, but there are no provisions expressly prohibiting them either.

All issuers are expected to comply with the Ministry of Health's mandatory safe-distancing rules and must implement all relevant measures in the conduct of meetings, said yesterday's joint statement.

SGX RegCo said last month that issuers with a Dec 31 fiscal year-end have the deadline for holding their annual general meetings extended to June 30.

Issuers who need more time to put in place alternative arrangements for organising virtual meetings will be able to obtain an extension, it added yesterday.

"Investors are strongly encouraged to use alternative ways available to participate in meetings, including virtual meetings," the joint statement said.

"To exercise their voting rights, investors should consider appointing the chairperson of the general meeting to act as proxy and direct the vote at the general meeting."

SGX RegCo added that it is working with the Securities Investors Association (Singapore), or Sias, to provide further guidance to investors on how they can participate and cast their votes.

THE BUSINESS TIMES

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


Companies scramble to rework AGM plans on 10-person limit

Companies have been caught flat-footed by the government's latest limit on gathering size, in particular those that have already arranged for physical annual general meetings (AGMs) in the near future.

Companies such as DBS Group Holdings and Centurion Corp, which announced their AGM arrangements as recently as a few hours before the government imposed a tighter limit of no more than 10 persons per gathering, are now scrambling to rework their plans.

The Accounting and Corporate Regulatory Authority (Acra) and the Monetary Authority of Singapore (MAS) on Wednesday said they are working to propose legislative amendments on meetings so as to abide by the safe distancing rules amid the novel coronavirus outbreak.

With its AGM less than a week away on March 31, DBS posted an update on Tuesday night about possible changes in the arrangement for its meeting after the government announcement.

A DBS spokesman told The Business Times: "We are re-assessing our AGM plans in consultation with SGX (Singapore Exchange) and legal advisers, and aim to provide shareholders with an update on our website (https://www.dbs.com/investors/agm2020.page) by March 26."

The bank had initially planned for shareholders who want to attend the meeting at Marina Bay Sands Expo and Convention Centre to pre-register online.

It has now suspended registrations for in-person attendance while continuing to accept registrations for the live webcast option.

Centurion Corp announced on Tuesday evening that it would be holding its AGM at Raffles City Convention Centre for its Singapore-based investors on April 27.

Hong Kong-based shareholders of the dual-listed dormitory operator can participate in the proceedings via video-conferencing at International Trade Tower.

Centurion's spokesman told BT that its management is "still in the midst of re-assessing our AGM plans, and we are not able to comment at this point".

David Gerald, chief executive of the Securities Investors Association (Singapore), said the latest measure would impact greatly companies' abilities to hold their AGMs, and it would be a challenge to cater to shareholders attending the AGM in person.

Nonetheless, he said, companies should provide appropriate means for shareholders to interact with the board as well as provide video and webcast facilities so that shareholders can participate at the AGM remotely.

If a webcast AGM is available, Mr Gerald added, shareholders should practise safe distancing and not congregate to watch the webcast.

He also suggested that shareholders send questions to the company at least one week ahead of the AGM so that these questions can be addressed.

He added: "Shareholders should continue to exercise your voting right by submitting your proxy forms in writing in advance or through electronic means to appoint the chairperson of the general meeting to act as proxy and direct the vote at the general meeting."

United Overseas Bank, which typically attracts a large turnout at its AGMs, said it is reviewing the arrangements for its upcoming meeting on April 30.

Its spokesman told BT: "Our measures, which will include a live webcast of the AGM, will be aligned to the guidance from the government and our regulators. We will share more details in due course."

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

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