SINGAPORE (Mar 19): Singapore Exchange Regulation (SGX RegCo) has announced guidelines on measures which issuers could adopt in the holding of general meetings amid the Covid-19 pandemic.
This comes after the bourse on March 16 announced the SGX Care Package, which includes a grant for qualifying issuers to help them facilitate their annual general meetings (AGMs), even as the country faces social distancing, travel and visitor restrictions due to the coronavirus outbreak.
To keep shareholders updated on the companies’ business health, financial performance and progress, public listed companies are required to hold their AGMs within four months after their financial year end.
The market regulator had earlier given a two-month extension on the deadline that listed companies are required to hold the AGMs for their financial year ended December 2019. Due to the Covid-19 situation, SGX RegCo had announced that these companies would be allowed to delay their AGMs to June 30, 2020.
SGX RegCo in its regulatory announcement on March 19 said issuers may arrange to segregate attendees across various venues, such as in separate rooms in the same building, so that each venue holds below 250 persons.
It also advised that seats in the venue should be placed at least one metre apart from one another.
SGX RegCo said video links could be provided to allow attendees at each venue to participate.
These recommendations are in line with a Ministry of Health advisory on social distancing last week.
Issuers should provide advance notice to shareholders to inform them on the number of attendees to be accommodated at each venue, SGX RegCo said.
To better manage the number of shareholders that may attend the general meeting, issuers may also consider asking shareholders to pre-register if they – or their proxies – wish to attend the general meeting in person.
If issuers anticipate that 250 or more people will attend their general meetings, or constraints are likely in the organisation of the venue, SGX RegCo advised that shareholders should be provided with alternative arrangements to participate in the meetings.
For example, the market regulator said issuers can provide a simultaneous webcast of the proceedings of the general meetings, with arrangements to pose questions concurrently where possible.
Alternatively, it suggested that issuers may invite their shareholders to submit any questions they may have in advance.
However, SGX RegCo stressed that issuers should ensure that shareholders are promptly notified in advance of alternative arrangements and given instructions on how to participate at general meetings in their notice of general meeting or by way of an SGXNET announcement.
Issuers are also encouraged to provide ample notice to shareholders on the general meetings to allow shareholders to consider the matters and vote via proxy.
In addition, SGX RegCo said issuers should publish minutes of the general meetings on its website, including responses from the Board of Directors and management to substantial queries and relevant comments from shareholders.
It added that issuers should put in place arrangements to allow directors affected by travel restrictions to attend the general meeting through virtual means. According to the Code of Corporate Governance, all directors are required to attend the company's AGMs.
“Issuers are encouraged to adopt further digital tools for the conduct of their general meetings, and SGX RegCo stands ready to work with them,” the market regulator said.
Already, some SGX-listed companies have welcomed the SGX RegCo guidelines.
“The safety and health of our shareholders is of top priority to us. We therefore strongly encourage our shareholders to use the options that we will be availing to them to participate in the meeting without attending it in person,” says Koh Ching Ching, head of Group Brand and Communications at OCBC Bank.
OCBC, which will be holding its AGM on Apr 30, says it will share the details of the conduct of the meeting with shareholders in due time.
“Some of the options include a live webcast of the proceedings of the meeting; requesting our shareholders to submit their questions via e-mail to us a few days earlier so that responses can be provided during the webcast; and to allow our shareholders to appoint the OCBC Bank Chairman, Mr Ooi Sang Kuang, who will be the Chairman of the meeting, to act as their proxy to direct their votes,” Koh adds.
Earlier this week, the Investor Relations Professionals Association (Singapore) (IRPAS) had called for SGX and listed companies to embrace technology amid the Covid-19 pandemic.
With the outbreak presenting a challenge for companies to hold their annual general meetings (AGMs), IRPAS recommended an “active dialogue” on the feasibility of holding virtual AGMs while meeting governance requirements.
“It makes more sense for example to hold virtual AGMs to avoid crowded function rooms that could lead to another cluster infection,” said Harold Woo, president of IRPAS.
“However, to do so calls for a review of the Articles of Association which requires AGMs to be held in a physical location and in Singapore, review of the Practice Guidance of the Code of Corporate Governance on whether AGMs can be held virtually, and finally the issue of having a quorum - can one have a quorum in a virtual AGM?” he added.
See: IRPAS urges SGX, companies to study feasibility of virtual AGMs amid Covid-19 outbreak
