28 July 2020
On 22 June 2020, the Accounting and Corporate Regulatory Authority (“ACRA”), Monetary Authority of Singapore (“MAS”) and Singapore Exchange Regulation (“SGX RegCo”) issued an updated “Additional Guidance on the Conduct of General Meetings During Safe Management Period” (“Guidance”). The Guidance, which was first issued on 13 April 2020, guides listed and non-listed entities on the conduct of general meetings during the period when safe management measures are in place.
The Guidance contains a checklist (“Checklist”) which provides further guidance on the provisions setting out alternative arrangements to personal attendance for general meetings contained in Part 4 of the Covid-19 (Temporary Measures) Act 2020 and the Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. These laws were implemented to provide legal certainty on the conduct of general meetings following control measures imposed by the Government in response to the Covid-19 crisis. The alternative arrangements apply for the period starting on 27 March 2020 and ending on 30 September 2020 (“Applicable Period”). The alternative arrangements will not apply to meetings that are further adjourned to a date falling after the Applicable Period.
The Checklist has been amended to clarify that issuers (and the issuers’ service provider(s), if any) that are permitted to operate will no longer need to submit a notification to the Ministry of Trade and Industry (“MTI”) for a time-limited exemption to have temporary operations in the same physical location for the purpose of holding a general meeting.
In a press release issued in conjunction with the updated Guidance, ACRA, MAS and SGX RegCo noted that with Singapore in the early stages of re-opening following the lifting of some Covid-19 restrictions, activities where large numbers of people are likely to come into close contact for a prolonged period in enclosed spaces should be avoided. Issuers conducting their general meetings on or before 30 September 2020 should continue to conduct their meetings in accordance with the alternative arrangements detailed in the Guidance.
The following materials are available on the ACRA website www.acra.gov.sg: