SGX RegCo guidelines on general meetings during virus outbreak

The regulatory arm of the Singapore Exchange has provided guidelines for listed companies or trusts holding their general meetings amid the coronavirus situation.

They were set out after consultation with the Accounting and Corporate Regulatory Authority and the Monetary Authority of Singapore, the Singapore Exchange Regulation (SGX RegCo) said in a statement yesterday.

SGX RegCo recommended the following measures:

•Segregate attendees across different venues, for example, in separate rooms in the same building with video links.

•Reduce the scale of the meeting at any one venue to below 250 persons. This is in line with the Ministry of Health's (MOH) advisory on March 13 relating to social distancing measures.

•Organise the venue to reduce the crowding of attendees and improve ventilation. Seats should be placed at least 1m apart.

•Provide advance notice to shareholders to inform them on the number of attendees to be accommodated at each venue.

•Ask shareholders to pre-register if they or their proxies wish to attend in person, so as to better manage the number of attendees.

•Provide shareholders with alternative ways to participate in the meeting, if the issuers expect 250 or more attendees, or if they will likely face constraints.

For example, issuers can provide a simultaneous webcast of the proceedings, and where possible allow participants to pose questions concurrently. If there are challenges with taking questions electronically during the webcast, issuers may invite shareholders to submit questions in advance.

•Promptly notify shareholders in advance of alternative arrangements, and give them instructions on how to participate in their notice of general meeting or by way of an announcement on SGXNet.

•Enable shareholders to appoint the chairman of the general meeting, or any other person, to act as proxy and direct the vote at the meeting. Issuers are also encouraged to give ample notice to shareholders on the general meeting, to allow them to consider the matters and vote via proxy.

•Publish minutes of the general meeting on the issuer's website, including the responses from the board of directors and management to substantial queries and relevant comments from shareholders.

•Adopt further digital tools for the conduct of their general meetings. On this point, SGX RegCo said it "stands ready to work with" issuers.

In addition, issuers should implement precautionary measures such as temperature screenings and health and travel declarations at the general meeting venue itself, as advised by MOH, and turn away attendees who are unwell or whose travel histories warrant it. Issuers should provide virtual access to general meetings for directors affected by travel restrictions.

Singapore issuers should work with their legal advisers and company secretaries in determining the arrangements for the conduct of their general meetings.

Last month, SGX RegCo gave all listed firms an additional two months to hold their annual general meetings. This means issuers whose financial year ended on Dec 31 last year will have up to June 30 to hold their AGMs.

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