Guidelines for company AGMs held during the COVID-19 outbreak

Singapore Exchange Regulation (SGX RegCo), in consultation with the Accounting and Corporate Regulatory Authority and the Monetary Authority of Singapore, has released a set of guidelines for companies, in hosting their general meetings during the COVID-19 outbreak.

These measures are in line with the Ministry of Health’s (MOH) COVID-19 advisories, as well as through engagements with market participants, and are as follows:

• Issuers of the general meeting may arrange to segregate attendees across various venues, and provide video links to allow attendees at each venue to participate.
• In line with the MOH’s advisory on 13 March relating to, among others, social distancing measures, issuers should reduce the scale of the general meeting at any one venue to below 250 persons.
• It is also crucial that the venue is organised in a manner to reduce the crowding of attendees and improve ventilation. For example, the seats in the venue should be placed at least one metre apart from one another.
• Issuers should provide advance notice to shareholders to inform them on the number of attendees to be accommodated at each venue.
• To better manage the number of shareholders that may attend the general meeting, issuers may also consider asking shareholders to pre-register if they (or their proxies) wish to attend the general meeting in person.
• If issuers anticipate that 250 or more people will attend their general meetings, or constraints are likely in the organisation of the venue, shareholders should be provided with alternative arrangements to participate in the meetings. For example, issuers can provide a simultaneous webcast of the proceedings of the general meetings, with arrangements to pose questions concurrently where possible. Alternatively, if there are challenges with taking questions electronically during the webcast, issuers may invite their shareholders to submit any questions they may have in advance.
• They can then publicly address substantial queries received from shareholders ahead of the general meeting. Other arrangements include organising virtual information sessions before the general meetings, to provide shareholders with a forum to ask questions and engage with management and the board of directors.
• Issuers should ensure that shareholders are promptly notified in advance of alternative arrangements and given instructions on how to participate at general meetings, in their notice of general meeting or by way of an SGXNET announcement.
• Shareholders may appoint the chairman of the general meeting (or any other person) to act as a proxy and direct the vote at the general meeting. Issuers are also encouraged to provide ample notice to shareholders on the general meetings, to allow shareholders to consider the matters and vote via proxy. The proxy form may be submitted by mail or electronically (if provided in the issuer’s constitution).
• Issuers should publish minutes of the general meetings on the company’s website, including responses from the board of directors and management to substantial queries and relevant comments, as recommended in the Code of Corporate Governance 2018.
  Issuers are encouraged to adopt further digital tools for the conduct of their general meetings, and SGX RegCo stands ready to work with them.

In addition, issuers should implement precautionary measures at the general meeting venue itself, as advised by the MOH. These include:

• Implementing temperature and health screening measures. All attendees should also be required to sign a health declaration form and provide their travel history and contact details (to facilitate contract tracing, if required) before entering the venue.
• Turning away attendees who are unwell as well as those with travel history to certain countries/regions in the specified period preceding the general meeting, as announced by MOH.

In the interest of public health including their own wellbeing, shareholders are strongly encouraged to utilise options available to them to participate in general meetings without attending in person. They must also cooperate with the precautionary measures put in place by issuers, should they (or their proxies) wish to attend the general meeting in person.

Further, shareholders must not attend general meetings if they are feeling unwell or have been placed on quarantine orders or stay-at-home notices;

In the event a director may be precluded from attending the meeting in person due to travel restrictions, issuers should put in place arrangements to allow them to attend the general meeting through virtual means.

Last, issuers are also reminded to make timely disclosures on the financial impact or any other material aspects that the COVID-19 situation may have on their operations. Shareholders can monitor these disclosures provided by issuers for the latest updates.

Ahead of the guidelines above, SGX announced an S$5mn care package to be given out over 12 months, which will include contributions to Community Chest’s The Courage Fund as well as support for listed companies and employees.

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