Govt to introduce new legislation over meetings, as businesses uncertain about how precisely to adhere to COVID-19 rules
31 March, 2020
The Government will introduce new legislation to supply clarity over how meetings are conducted, the Ministry of Law and Ministry of Finance said in a media release on Tuesday (Mar 31).
This employs businesses voiced concern about how they should comply with new COVID-19 rules on gatherings while also acting relative to legal provisions governing meetings.
The other day, the authorities announced tighter measures to minimise the spread of COVID-19, including limiting gatherings outside school and work to a maximum of 10 people. The regulations arrived to force last Friday.
"We are aware that certain provisions in written law and certain legal instruments (for instance a company’s constitution) give personal attendance at meetings," said the law and finance ministries in Tuesday's release.
"THE FEDERAL GOVERNMENT has received feedback that companies are uncertain about how precisely to comply with both those provisions and the regulations."
As such, the Government will introduce new legislation at another Parliamentary sitting to supply "legal certainty" upon this issue.
The proposed provisions permits alternative arrangements to be produced for when personal attendance at a gathering is provided for "in virtually any written law or legal instrument".
Example of such meetings include those beneath the Companies Act and company constitutions (for instance gross annual general meetings), meetings held under trust deeds, creditor's meetings and meetings held under the trade union's rules.
Under the proposed provisions, meetings held on or after Mar 27 relative to alternative arrangements will be deemed to have satisfied the relevant legal requirements.
If passed, the provisions will be brought into force "as quickly as possible", in line with the release.
For the time being, those likely to conduct meetings and who are not sure about how precisely to adhere to current safe-distancing measures should approach their regulators for advice.
Following the ministries' announcement, the Monetary Authority of Singapore (MAS) and the Accounting and Corporate Regulatory Authority (ACRA) and Singapore Exchange Regulation (SGX RegCo) issued updated guidelines for conducting general meetings.
As announced previously, issuers can want to defer gross annual general meetings to after Apr 30 if specified standards are met, said the three bodies.
For issuers who tend to proceed with meetings before this date, the bodies set out updated guidelines about how these ought to be held.
Meetings held before this date should meet specific criteria, including letting shareholders ask questions, having the meeting displayed by "live" webcast and allowing for proxy voting.
Issuers should invite shareholders to submit questions beforehand, and "publicly address" substantial queries via their website, webcast and on SGXNet.
Any quorum requirements will be satisfied through the attendance of the minimum number of shareholders specified in the issuer’s constitution, or up to the number of individuals permitted beneath the regulations, whichever is leaner, said the release.
Other arrangements could include organising virtual information sessions before meetings start as well as at the close of proxy voting, to let shareholders build relationships management.
In terms of proxy voting, shareholders must appoint the chairperson of the overall meeting to do something as proxy and direct the vote at the general meeting, said the release.
Issuers are also strongly encouraged to provide at least 21 days’ notice to shareholders on the overall meetings, to permit shareholders to consider the matters, pose questions and vote via proxy.
Issuers must publish minutes from the meeting on their websites.
"Issuers’ disclosures are necessary to shareholders’ decision-making," said the release. "The COVID-19 situation has already established extraordinarily huge global impact in only a matter of weeks."
"Many issuers are therefore operating under circumstances that are evolving rapidly and significantly," it added.
"We would therefore prefer to remind issuers to carefully examine these and other developments in their responses to shareholders and their disclosures."
Source: www.channelnewsasia.com
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