MAS, ACRA to propose legislative changes for conduct of shareholder meetings amid COVID-19

MAS, ACRA to propose legislative changes for conduct of shareholder meetings amid COVID-19

View of Monetary Authority of Singapore
A general view shows the Monetary Authority of Singapore (MAS) building in Singapore on April 14, 2016. (Photo: AFP/Roslan Rahman)

SINGAPORE: The Monetary Authority of Singapore (MAS) and the Accounting and Corporate Regulatory Authority (ACRA) are working with other government agencies to propose legislative amendments in relation to the conduct of meetings, which include general meetings and scheme meetings.

“This is to provide legal certainty to issuers who implement safe distancing measures imposed by MOH (Ministry of Health),” they said on Wednesday (Mar 25) in a joint statement with the Singapore Exchange Regulation (SGX RegCo).

MAS and ACRA are looking to introduce these amendments for the Parliament sitting in April, the statement added.

Singapore announced stricter safe distancing measures last week, including the suspension of all events and gatherings with 250 or more participants, to minimise the spread of COVID-19 here. Operators of venues accessible to the public are also required to implement measures to ensure separation of at least a metre between people.

READ: All events, gatherings with 250 participants or more must be suspended to reduce further COVID-19 spread: MOH

READ: COVID-19 temporary measures: Gatherings outside of school and work limited to 10 people, entertainment venues to close

The legislation amendments will allow issuers the flexibility to limit the number of participants in a physical meeting and for other participants to participate by virtual means, or hold meetings solely by virtual means, the joint statement said.

These options are available notwithstanding any contrary provisions in the companies’ constitutive documents, it added.

Issuers are also to put in place arrangements for participants to cast their votes remotely in writing or through electronic means, according to the statement.

All issuers are expected to comply with MOH’s mandatory safe-distancing measures and must implement all relevant measures in the conduct of meetings, MAS, ACRA and SGX RegCo said on Wednesday.

SGX RegCo had on Feb 27 announced time extensions for issuers whose financial year ended on Dec 31 to hold their annual general meetings by Jun 30, 2020.

"Issuers who may need more time to put in place alternative arrangements for organising virtual meetings will be able to obtain an extension to do so,” the statement said.

Investors are also “strongly encouraged” to use alternative ways available to participate in meetings, including through virtual means.

“To exercise their voting rights, investors should consider appointing the chairperson of the general meeting to act as proxy and direct the vote at the general meeting,” the statement said.

SGX RegCo added that it is working with the Securities Investors Association Singapore (SIAS) to provide further guidance to investors on how they can participate and cast their votes.

GUIDELINES FOR SHAREHOLDERS

In a separate statement on Wednesday, investor watchdog SIAS issued guidelines to help shareholders navigate the annual season of annual general meetings.

Its president and chief executive David Gerald said shareholders should avoid attending these meetings in person, especially senior citizens.

They can follow the meetings via webcast, if available, but should avoid congregating to watch the webcast, the statement said.

Mr Gerald also advised shareholders to continue monitoring their investments by reading the companies’ annual reports and send in questions to the company at least one week before the meeting.

They can also keep track of announcements via the companies' websites or SGXNet announcements.

In addition, shareholders should continue exercising their voting rights on corporate elections and other resolutions. They can do so by submitting proxy forms to appoint a chairperson of the general meeting to act as proxy during the meeting.

Some companies have said that they are re-looking at the arrangements for their annual general meetings.

DBS Group, for instance, has suspended registrations for in-person attendance at its meeting scheduled for Mar 31 but will continue to accept registrations for a live webcast option until further notice.

In response to queries from CNA, Hyflux said it is "considering the best approach” to holding its scheme meetings next month and will provide updates via SGXNet or other means “as may be appropriate as soon as practicable”.

Source: CNA/sk(hs)

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