ACRA, MAS and SGX RegCo update guidance on the conduct of general meetings amid evolving Covid-19 situation

25 February 2022

On 4 February 2022, the Accounting and Corporate Regulatory Authority (“ACRA”), the Monetary Authority of Singapore (“MAS”) and Singapore Exchange Regulation (“SGX RegCo”) updated the Guidance on the Conduct of General Meetings Amid Evolving Covid-19 Situation to include the Regulator’s Column titled “What SGX RegCo expects on the conduct of general meetings amid the ongoing Covid-19 situation”, issued on 16 December 2021 (“16 December 2021 Regulator’s Column”), as part of the checklist providing guidance to listed and non-listed entities on the conduct of general meetings (“Checklist”).

Issuers conducting their general meetings must therefore follow the practice set out in the 16 December 2021 Regulator’s Column when conducting their general meetings amid the extension of the temporary legislative relief allowing entities to hold meetings via electronic means.

The 16 December 2021 Regulator’s Column provides that issuers which do not utilise both (i) real-time remote electronic voting, and (ii) real-time electronic communication at their general meetings, should incorporate the following practices in their conduct of general meetings, in addition to those set out in the Checklist:

• Issuers should organise a virtual information session for shareholders when convening a general meeting to seek shareholders’ approval in relation to the corporate actions set out in the 16 December 2021 Regulator’s Column. Such corporate actions include capital reductions or distributions, whitewash resolutions, and schemes of arrangement.
• 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.
• After the publication of the notice of general meeting, shareholders should be allowed at least seven calendar days to submit their questions.
• 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:
  • 48 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 14 calendar days before the meeting; and
  • 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.

The above requirements took effect for any notice of general meeting served after 1 January 2022.

Reference materials

The following materials are available on the Singapore Exchange website www.sgx.com:

• Guidance on the Conduct of General Meetings Amid Evolving Covid-19 Situation
• Regulator’s Column: What SGX RegCo expects on the conduct of general meetings amid the ongoing Covid-19 situation