Legal provisions that clarify how to hold AGMs amid Covid-19 pandemic to be proposed

A photo taken on Nov 29, 2019, shows Singapore Press Holdings' 35th Annual General Meeting.
A photo taken on Nov 29, 2019, shows Singapore Press Holdings' 35th Annual General Meeting.PHOTO: ST FILE

SINGAPORE - Companies that have questions on how to conduct face-to-face meetings without running foul of laws governing safe distancing measures may have their answers in a proposed legislative provisions to be introduced in Parliament next week.

In a joint statement on Tuesday (March 31), the Finance and Law ministries said that companies have asked how they are supposed to hold face-to-face meetings amid legal measures introduced to curb the spread of Covid-19.

Under current laws, such as the Companies Act, Town Councils Act and Building Maintenance and Strata Management Act, personal attendance is legally required for meetings.

But safe distancing measures impose a limit on the number of attendees at a gathering.

"If passed, the proposed provisions are intended to be brought into force as soon as possible," the ministries' statement added.

The provisions will allow for companies that cannot comply with safe distancing measures to adopt alternative arrangements to meet current legal requirements.

They include hosting meetings electronically through tele-conferencing or video-conferencing and allowing attendees to appoint their proxies.

Questions can also be submitted in advance online, like e-mail, and answered electronically.

"If voting is required, strongly encourage meeting attendees to vote by proxy, or... by electronic modes of voting," the ministries said.

 
 
 

Companies should provide attendees with access to the meeting materials.

The statement said companies can approach regulators if they have more questions on how to comply with the Covid-19 measures.

They can also check the regulators' websites and the Government's website on Covid-19 advisories for the different sectors, they added.

"The prescribed alternative arrangements are intended to help those who face challenges in complying with the prevailing safe distancing measures, and are not intended to be mandatory," the ministries said.

In an update on Tuesday, the Accounting and Corporate Regulatory Authority, Monetary Authority of Singapore and the Singapore Exchange Regulation said listed companies that want to have general meetings before Apr 30 are allowed to go ahead, as long as they allow shareholders to ask questions and vote by proxy, and livestream the meeting.

Quorum requirements can be satisfied through the attendance of up to 10 people or any director or senior management of the company who holds shares, whichever is lower.

They must also publish the meetings' minutes on their website, including its responses from management and the board of directors to substantial queries and relevant comments from shareholders as recommended in the Code of Corporate Governance 2018.

"Disclosures are crucial to shareholders' decision-making. The Covid-19 situation has had extraordinarily huge global impact in just a matter of weeks. Many issuers are therefore operating under circumstances that are evolving very quickly and significantly," the organisations said in the update.