SGX RegCo introduce guidelines on holding general meetings amidst COVID-19 outbreak

Guidelines have been provided by the regulatory arm of the Singapore Exchange for listed companies or trusts to hold their general meetings in the current outbreak situation.

According to the statement by the Singapore Exchange Regulation (SGX RegCo) on Thursday (19 March), the guidelines were laid out after consultation with the Accounting and Corporate Regulatory and the Monetary Authority of Singapore.

The following guidelines have been recommended by SGX RegCo for holding general meetings:

  1. Attendees should be segregated across different venues such as in separate rooms in the same building. Attendees at each venue could be given the video links which will allow them to participate.
  2. The number of persons should be limited to below 250 in accordance with the Ministry of Health’s (MOH) advisory on 13 March regarding social distancing measures.
  3. The venue should be organised to improve ventilation and reduce crowding, such as arranging seats at least one meter away from each other.
  4. Advance notice to shareholders should be given to notify them on the number of attendees and their accommodation at each venue.
  5. Shareholders should be asked to pre-register if they or their proxies want to attend in person, in order to manage the number of attendees.
  6. Alternative ways to participate in the meetings should be provided for shareholders, in the event that issuers expect 250 or more attendees or if they will possibly be constraint in the organisation of the venue. For instance, a simultaneous webcast of the meeting can be held, with attendees posing questions simultaneously. Also, issuers can let shareholders submit questions earlier if there are challenges with accepting questions electronically during the webcast.
  7. SGXNet can make an announcement or notification can be included in the notice of general meeting to notify shareholders early on about alternative arrangements alongside instructions on how to participate in the meetings.
  8. The appointment of chairman, or any other person to function as a proxy in directing vote should be allowed for shareholders. Shareholders should also be given ample notice by issuers regarding the meeting so that shareholders can consider the matter and vote through their proxy.
  9. Minutes of the general meeting should be published on the issuer’s website, as well as responses by the management and board of directors towards relevant comments and substantial queries by shareholders.
  10. More digital tools should be utilised to carry out the meetings. Regarding this, SGX RegCo stated it “stands ready to work with” issuers.

Furthermore, precautionary measures should be implemented by issuers at the general meaning venue itself, in accordance to MOH’s advice.

These measures include requiring all attendees to sign a health declaration form and provide contact details and travel history, as well as health and temperature screening before entering the venue.

SGX RegCo cautioned, “Issuers should turn away attendees who are unwell as well as those with travel history to certain countries or regions in the specified period preceding the general meeting, as announced by MOH.”

Issuers should also arrange for attendance via virtual means to the meeting as directors may not be able to attend the general meetings in person because of the travel restrictions.

To decide the arrangements for the conduct of the general meetings, Singapore issuers should work with their company secretaries and legal advisors.

In February, SGX RegCo allowed all listed firms an extra two months for them to hold their annual general meetings (AGMs). Issuers whose financial year ends on 31 Dec 2019 can hold their AGMs as late as 30 June this year.

On another note, a S$5 million care package has been announced by SGX which provides grants for qualifying issuers to help them hold AGMs this year in the wake of travel restrictions and social distancing. Issuers will be contacted by SGX with more information on this.

On Monday (16 March), an industry-wide dialogue has been called for by the Investor Relations Professionals Association Singapore (IRPAS) to help companies manage virtual AGMs whilst also meeting their corporate governance requirements.

Harold Woo, the President of IRPAS, suggested that participants at the dialogue could be authorities such as SGX and other listed companies, alongside firms that render corporate secretarial services and scrutineers at AGMs.

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