Guidance on Safe Distancing Measures for Issuers when Conducting Meetings
Singapore, 25 Mar 2020… The Accounting and Corporate Regulatory Authority (ACRA), Monetary Authority of Singapore (MAS) and Singapore Exchange Regulation (SGX RegCo) expect all issuers to comply with the Ministry of Health’s (MOH) mandatory safe distancing measures.
2. Issuers must implement all the relevant measures in the conduct of meetings including general meetings and scheme meetings.
3. ACRA and MAS are working with other relevant government agencies to propose legislative amendments with a view to introducing the amendments for the Parliament sitting in April 2020, in relation to the conduct of meetings. This is to provide legal certainty to issuers who implement safe distancing measures imposed by MOH.
4. The legislation 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 (i.e. without a physical meeting), notwithstanding any contrary provisions in their constitutive documents. Issuers are to put in place arrangements for participants to cast their votes remotely in writing or through electronic means.
5. SGX RegCo had earlier on 27 Feb 2020 announced measures to give time extensions for issuers with 31 Dec year-end to hold their annual general meetings by 30 June 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.
6. Public health and safety is of paramount importance. All of us have a part to play in combating the transmission of COVID-19. Investors, on their part, are strongly encouraged to use alternative ways available to participate in meetings, including 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.
7. SGX RegCo is working with the Securities Investors Association (Singapore) (SIAS) to provide further guidance to investors on how they can participate and cast their votes.
8. ACRA, MAS and SGX RegCo will continue to monitor the impact of COVID-19 on the capital markets, and will put in place additional measures and advisories as necessary.