CATEGORY: NEWS AND ANNOUNCEMENTS
4 Feb 2022
ACRA, the Monetary Authority of Singapore (MAS) and Singapore Exchange Regulation (SGX RegCo) have updated the checklist which guides issuers1 and non-listed entities on the conduct of general meetings (the Checklist) under the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (Meetings Order). The Order allows entities to hold general meetings via electronic means amid the COVID-19 situation, and will continue to be in force until revoked or amended by the Ministry of Law.
Issuers conducting their general meetings under the Meetings Order must now follow the practices set out in the Regulator’s Column titled “What SGX RegCo expects on the conduct of general meetings amid the ongoing COVID-19 situation” published by SGX RegCo on 16 December 2021. Issuers which do not utilise both (i) real-time remote electronic voting and (ii) real-time electronic communication at their general meetings, must incorporate the practices summarised below, when conducting meetings under the Meetings Order:
(1) Organise a virtual information session for certain corporate actions prior to the general meeting;
(2) When organising any virtual information session, issuers are encouraged to send their notice of general meeting to shareholders at least 21 calendar days before the general meeting;
(3) After the publication of the notice of general meeting, shareholders should be allowed at least 7 calendar days to submit their questions; and
(4) All substantial and relevant questions received from shareholders prior to a general meeting, should be publicly addressed by the Board of Directors and/or management at least:
(i) 48 hours prior to the closing date and time for the lodgment of the proxy forms, if the notice of general meetingis to be sent to shareholders at least 14 calendar days before the meeting; and
(ii) 72 hours prior to the closing date and time for the lodgment of the proxy forms, if the notice of general meeting is to be sent to shareholders at least 21 calendar days before the meeting.
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1 “Issuer” refers to a company or other legal person or undertaking some or all of whose securities are the subject of an application for listing, or have been admitted to listing on Singapore Exchange’s Main Board or Catalist.