Knowledge Highlights 9 October 2020

On 29 September 2020, amendments to the Orders issued under the Covid-19 (Temporary Measures) Act 2020 (“Act”) enabling entities to hold meetings via electronic means (“Meetings Orders”) came into effect to (1) extend the Meetings Orders to 30 June 2021 (“Extension”) and (2) refine the Meetings Orders to facilitate greater convenience and engagement for virtual meetings. The Meetings Orders previously applied for the period starting on 27 March 2020 and ending on 30 September 2020.

In addition, on 1 October 2020, the Accounting and Corporate Regulatory Authority (“ACRA”), Monetary Authority of Singapore (“MAS”) and Singapore Exchange Regulation (“SGX RegCo”) updated the checklist (“Checklist”) in the “Guidance on the Conduct of General Meetings Amid Evolving Covid-19 Situation” to guide listed and non-listed entities (which include companies, variable capital companies, business trusts, unit trusts such as real estate investment trusts, and issuers of debentures) on the conduct of general meetings. The updated Checklist arises from the latest updates from the Multi-Ministry Taskforce to ease safe management measures to facilitate business operations.

This Alert provides an overview of the key amendments to the Meetings Orders and Checklist.

Extension of Meetings Orders and deferral provisions

In addition to the Extension, the provision which allows for meetings to be deferred (“deferral provision”) in the Meetings Orders for the following meetings is extended, such that the deadlines are no later than 31 December 2020:

  • General and board meetings of charities and registered societies
  • General meetings of co-operative societies and mutual benefit organisations
  • General meetings of management corporations (including for purposes of collective sale), and subsidiary management corporations (see also the Building and Construction Authority circular on “Convening of General Meeting via Alternative Electronic Means Amid Covid-19 Situation” for more information)
  • Meetings of trade unions and their executives and branches

The deferral provision in the Meetings Orders for the following meetings will not be extended, i.e. the deadlines are no later than 30 September 2020:

  • Meetings of Town Councils and committees of Town Councils
  • Meetings of school management committees and school governing boards
  • Bankruptcy and insolvency-related meetings

There are also no deferral provisions in the Meetings Orders for the following meetings:

  • General meetings of companies, variable capital companies, business trusts, unit trusts, debenture holders (ACRA, MAS and SGX may extend deadlines on a case-by-case basis)
  • Meetings of collective sale committees (there are no statutory deadlines for these meetings that can be deferred)

Other refinements to Meetings Orders

The Ministry of Law (“MinLaw”), in consultation with the relevant agencies, has also made other refinements to enhance the carrying out of remote meetings including the following:

  • Real-time electronic voting: The relevant Meetings Orders have been amended to provide for the option of real-time electronic voting for some types of meetings, as long as certain prescribed safeguards are adopted, and the entity still allows attendees to vote by appointing the chairman or convenor (as the case may be) as their proxy to vote. This option applies to meetings held or conducted on or after 1 October 2020 up to the expiry of the relevant Meetings Order. Existing alternative arrangements that provide for voting by electronic means remain unchanged.
  • Real-time Q&A: Under the Meetings Orders, attendees may be required to submit matters which they wish to raise prior to the meeting by post or e-mail. Where this is the case, the relevant Meetings Orders have been amended to expressly clarify that entities also have the option of carrying out real-time Q&A via electronic means, as long as the entity also allows attendees to submit matters which they wish to raise at the meeting prior to the meeting by post or e-mail.
  • Use of virtual AGM platforms and other electronic means to accept submissions: Some alternative arrangements provide for matters which attendees wish to raise at the meeting, as well as for signed proxy instruments, to be submitted by post or e-mail in advance of the meeting. Where this is the case, the relevant Meetings Orders have been amended to expressly clarify that entities have the option of using other electronic means, including virtual AGM platforms, to accept such submissions in advance of the meeting, as long as the entity also allows such submissions by post or e-mail.

For the avoidance of doubt, entities can choose to rely on meeting arrangements permitted by their governing instruments, as long as they can do so in compliance with prevailing safe distancing regulations.

Entities may check the websites of or approach their respective regulators for further information. A list of guidance notes and regulators’ contact information can be found on the MinLaw webpage on Alternative Arrangements for Meetings.

Updated Checklist for listed and non-listed entities

The Checklist has been updated following the amendments to the Meetings Orders as well as the issuance of an advisory on 23 September 2020 by the Ministry of Health (“MOH”) to allow the resumption of work-related events within workplace premises that are business-oriented (which includes general meetings) for up to 50 persons at a permitted premises (and not a function centre hired from another). Prior to this update, the Checklist was first issued on 13 April 2020 and updated on 27 April 2020 and 22 June 2020.

In a joint statement, ACRA, MAS and SGX announced that issuers and non-listed companies may continue to conduct their general meetings held on or before 30 June 2021 via electronic means, and are encouraged to do so. This will help keep physical interactions and Covid-19 transmission risks to a minimum, which remain important in the long term, even as safe distancing regulations are gradually and cautiously relaxed. To facilitate shareholder engagement at general meetings, issuers are encouraged to adopt enhanced digital tools at their general meetings, such as allowing for real-time remote electronic voting and real-time electronic communication.

Some of the key changes to the Checklist are set out below.

Physical attendance

The updated Checklist provides that issuers and non-listed companies that wish to provide for physical attendance at their meetings must ensure that they implement all relevant measures to comply with the safe management measures imposed by the Singapore Government, including the following:

  • the number of attendees at any permitted premise must be kept below the specified number of persons;
  • issuers and non-listed companies must ensure that attendees maintain the minimum specified safe distance between individual attendees; and
  • issuers and non-listed companies must ensure that all attendees wear a mask at all times or otherwise comply with any specified requirements.

Issuers must also provide advance notice to shareholders to inform them on the number of attendees to be accommodated at the venue. To better manage the number of shareholders that may attend the general meeting, issuers should consider asking shareholders to pre-register if they (or their proxies) wish to attend the general meeting in person.

Notwithstanding that issuers may provide for physical attendance at their general meetings, issuers must continue to provide shareholders with the option to participate in general meetings via electronic means in accordance with the Checklist.

Contents of notice of meeting

For both issuers and non-listed companies, the Checklist has been updated to require the following additional information to be included in all notices of general meetings (including notices for adjourned or postponed meetings):

  • where physical attendance at the meeting will be provided, the number of attendees to be accommodated at each venue, as well as any other ancillary information (e.g. instructions to shareholders on how they may pre-register if they (or their proxies) wish to attend in person); and
  • instructions to shareholders or members on how they may raise questions at the general meeting (e.g. via video conferencing).

Questions

The Checklist has been updated to provide that shareholders and members must be allowed to submit their questions via e-mail (instead of “through electronic means” in the previous version of the Checklist) or by post. Issuers and non-listed companies may also additionally (but not in place of e-mail and post) allow shareholders and members to submit their questions via other electronic means, such as third-party electronic platforms. For issuers, questions may be addressed prior to the general meeting through publication on SGXNET and, if available, the issuer’s corporate website and/or any virtual information session that the issuer may organise.

In addition to the option of allowing shareholders to submit their questions, ahead of general meetings, via e-mail and post, issuers are also encouraged to adopt real-time electronic communication facilities, such as video conferencing, tele-conferencing or live chat, to enable questions to be raised, and responded to, at general meetings.

Voting

The updated Checklist provides that shareholders and members may vote by appointing the chairman of the meeting as proxy. Shareholders and members should specifically indicate how they wish to vote for or vote against (or abstain from voting on) the resolution.

The Checklist has also been updated to state that in addition to allowing shareholders and members to appoint the chairman of the meeting as proxy, issuers and non-listed companies may also allow real-time remote electronic voting through an electronic voting system to take place at the general meeting (whether for all votes or only part of the votes), such that shareholders and members (or their proxies) may vote remotely through electronic means. The issuer or non-listed company must ensure that it has implemented the necessary safeguards to validate votes submitted by shareholders or members, including that:

  • the electronic voting system that is used accurately counts all votes cast at the meeting;
  • the electronic voting system that is used is capable of providing records from which the operation of the electronic voting system may be audited and for verification of the accuracy of the recording and counting of votes;
  • each vote that is cast is verified by the issuer or the non-listed company as cast by shareholders or members (or their proxies) entitled to vote; and
  • the chairman of the meeting must, during the meeting, declare, by electronic means, the result of any matter put to a vote at the meeting.

If issuers and non-listed companies conduct general meetings partly by electronic means, shareholders and members who attend the meeting physically must appoint the chairman of the meeting as proxy in order to vote, unless issuers and non-listed companies have allowed for real-time remote electronic voting.

Proxy forms

For both issuers and non-listed companies, shareholders and members must be allowed to submit proxy forms via e-mail (instead of “through electronic means” in the previous version of the Checklist) enclosing signed PDF copies of the proxy form or through post of the instrument of proxy. Issuers and non-listed companies may also additionally (but not in place of e-mail and post) allow shareholders and members to submit proxy forms through other electronic means, such as third-party electronic platforms. Issuers and non-listed companies must specify in the notice of general meeting how shareholders and members may submit the proxy forms as well as the timeline by which instruments of proxies must be submitted.

CPF and SRS investors should be informed that if they wish to vote, they should approach their respective CPF Agent Banks or SRS Operators to submit their votes at least seven working days before the general meeting. The Checklist has been updated to state that for general meetings which allow real-time remote electronic voting through an electronic voting system to take place at the general meeting, CPF Agent Banks or SRS Operators may appoint CPF or SRS investors as proxies to vote through such electronic voting system.

Reference materials

The following materials are available from the MinLaw website www.mlaw.gov.sg and ACRA website www.acra.gov.sg:

The following subsidiary legislation is available on the Singapore Statutes Online website sso.agc.gov.sg:

Further information

Allen & Gledhill has a Covid-19 Resource Centre on our website www.allenandgledhill.com that contains knowhow and materials on legal and regulatory aspects of the Covid-19 crisis.

In addition, we have a cross-disciplinary Covid-19 Legal Task Force consisting of Partners across various practice areas to provide rapid assistance. Should you have any queries, please do not hesitate to get in touch with us at covid19taskforce@allenandgledhill.com.

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