20 December 2021
On 1 December 2021, Tan Boon Gin, CEO of Singapore Exchange Regulation (“SGX RegCo”), delivered the keynote address at the Chartered Secretaries Institute.
Mr Tan highlighted the following in his speech:
- Additional timelines for the Q&A before general meetings: SGX is going to prescribe additional timelines for the Q&A before general meetings. The new timeline is that companies must post the answers to the questions they receive 72 hours before the deadline for shareholders to submit their proxy votes, if the notice period is 21 days. If the notice period is only 14 days, the timeline is 48 hours. Companies can set a deadline for questions to come in. This deadline should be reasonable and in any event no earlier than seven calendar days after the notice of general meeting. Examples of how the timelines apply are provided in the speech.
- VIS for certain corporate actions: For certain corporate actions, SGX is going to require companies to hold a virtual information session (“VIS”) before the deadline for shareholders to vote and therefore, before the extraordinary general meetings themselves. The list of corporate actions which require a VIS includes rights issues, privatisations, schemes of arrangement, interested person transactions (IPTs), major transactions, and reverse takeovers (RTOs).
- Two-tier rule: In 2022, the rule that independent directors who have served nine years or more are no longer considered independent comes into effect. Using the two-tier vote at the annual general meeting in support of retaining an independent director beyond nine years should be exceptional. Companies are expected to use the two-tier rule sparingly, and only in exceptional cases should companies call for a two-tier vote.
- Expect climate reporting and diversity disclosures: SGX feels strongly that better board diversity and the start of climate reporting are very important.