General Meetings – Singapore’s Updated Checklist
General meetings can now be held virtually or physically – ACRA, MAS and SGD RegCo provide clarification and guidance on the essential points of the checklist.
Listed and non-listed entities now have recourse to an updated checklist on the conduct of general meetings. Of importance is that the guideline allows both issuers and non-listed companies to conduct general meetings electronically, on or before the 30th of June 2021.
The Ministry of Health originally issued an advisory on the 23rd of September 2020 that allowed the resumption of ‘work-related events within business-oriented workplace premises.’ All standard SOPs are to apply. Especially safe-management practices, with the added provision of a maximum of fifty people for physical gatherings.
Any physical meeting will also need to be conducted at the relevant place of bSGX RegCousiness, not at a third-party venue. This would facilitate companies holding in-house general meetings while adhering to safe-management practices. As an addition to this legislative issue, a temporary relief measure from the Ministry of Law has also been given. This provides for the legal basis of meetings to be held virtually, via electronic means, up to the 30th of June 2021.
The guidelines were reiterated and clarified by a joint statement from the Accounting and Corporate Regulatory Authority of Singapore (ACRA), the Monetary Authority of Singapore (MAS) and the Singapore Exchange Regulation (SGX RegCo). The concerted effort by the three entities was to ensure clarity on the interpretation and adoption of these guidelines in relation to general meetings.
This follows on the original advisory issued by the Multi-Ministry Taskforce. The advisory initially set out safe-management practices that would allow businesses to adhere to SOPs while facilitating operational activities. Initially published on the 13th of April 2020, it was subsequently updated on the 27th of April and the 22nd of June respectively, to handle the changing scope of the pandemic.
The newly updated checklist now encompasses guidelines on notices, documents and minutes relating to general meetings; questions and conduct of such meetings; as well as voting, proxy forms and quorums. Along with the necessary changes, it applies to variable capital companies and non-listed unit trusts. It also covers the rights of intermediaries, directors and auditors.
The three entities jointly stated that the updated guidelines would ensure Covid-19 transmission risks are minimized by providing an option out of physical interactions. They repeated and emphasized on the importance of such cautionary measures in the face of a gradual relaxation of safe-distancing regulations.
ACRA, MAS and SGX RegCo have encouraged issuers and non-listed companies to adopt and employ digital tools to conduct general meetings. The entities pushed the need to offer shareholders an electronic participation option as this would facilitate greater shareholder engagement.
Physical attendance would need implementation and strict compliance with SOPs. Digital tools with real-time functions, such as remote electronic voting and communications, offer a safer alternative for relevant parties.