Rules amended to provide guidance to issuers listed on SGX on the conduct of hybrid general meetings

On 19 April 2023, Singapore Exchange Regulation (“SGX RegCo”) amended Practice Note 7.5 (General Meetings) of the SGX Mainboard Rules and Practice Note 7E (General Meetings) of the SGX Catalist Rules (collectively, the “Practice Notes”) to provide guidance to Main Board listed issuers and Catalist Board listed issuers on the conduct of hybrid general meetings (i.e., physical general meetings which also allow shareholders to participate remotely by making use of virtual meeting technology).

The amendments to the Practice Notes apply to general meetings held on or after 1 July 2023, regardless of when the notice of general meeting is disseminated. For general meetings held on or before 30 June 2023, issuers may continue to refer to the Checklist issued by the Accounting and Corporate Regulatory Authority (“ACRA”), the Monetary Authority of Singapore (“MAS”) and SGX RegCo, read together with the Regulator’s Column issued by SGX RegCo on the conduct of general meetings.

The Practice Notes do not override laws and regulations in an issuer’s place of incorporation.

Key amendments to the Practice Notes include:

1. expressly providing that issuers may hold physical general meetings which make use of virtual meeting technology: an issuer may hold its general meeting at a physical place in Singapore and use technology that allows a person to participate in a meeting without being physically present at the place of the meeting;
2. clarification on shareholders’ rights regardless of the meeting format: shareholders have the right to participate fully in general meetings regardless of the meeting format. These rights include the right to attend, ask questions, communicate views, and to appoint proxies or to vote at general meetings. In deciding on the format of the general meeting, issuers should have regard to the size and needs of their shareholder base and how best to facilitate shareholder engagement;
3. clarifying the requirements for hybrid meetings which make use of virtual meeting technology: issuers who hold hybrid meetings which make use of virtual meeting technology must in respect of shareholders participating using virtual meeting technology: (1) have processes for the share registrar to verify and authenticate the identities of shareholders attending meetings using virtual meeting technology; (2) provide real-time remote electronic voting; (3) provide real-time electronic communication to enable shareholders to follow the proceedings and enable questions to be raised and answered; and (4) be at no cost to shareholders;
4. setting out requirements relating to notice of general meetings and dissemination of documents for hybrid meetings which utilise virtual meeting technology: a notice of a general meeting must contain: (1) the arrangements for shareholders to participate in the meeting using virtual meeting technology and how real-time electronic voting and real-time electronic communication will be conducted; and (2) instructions to shareholders on how they may: (i) access any documents or information relating to the business of the meeting; (ii) submit their questions ahead of the meeting (e.g., via email) or raise questions at the meeting (e.g., via teleconferencing), the timeframe for submission of questions in advance and how the substantial and relevant questions will be responded to prior to, or at, the meeting; and (iii) cast their votes; and
5. setting out the requirements relating to online voting: an issuer must ensure that it has implemented the necessary safeguards to validate votes submitted by shareholders, including: (1) the electronic voting system that is used accurately counts all votes cast at the meeting; (2) the electronic voting system that is used is capable of providing an audit trail of records on the operation of the electronic voting system, including the accuracy of the recording and counting of votes; (3) each vote that is cast is verified by the issuer as cast by shareholders entitled to vote; and (4) the chairman of the meeting must, during the meeting, declare the result of any matter put to a vote at the meeting.

For further details, please refer to the amendments to Practice Note 7.5 (General Meetings) of the SGX Mainboard Rules here and the amendments to Practice Note 7E (General Meetings) of the SGX Catalist Rules here.

IMPORTANT NOTICE: This memorandum is only intended as a guide and does not purport to be an exhaustive or conclusive discussion of the matters set out herein and should not be relied on as a substitute for definitive legal advice. Reference should always be made to the applicable statutes, the relevant subsidiary legislations and other applicable guidelines. This memorandum is not to be transmitted to any other person nor is it to be relied upon by any other person or for any other purpose or quoted or referred to in any public document or filed with any governmental or other authorities without our consent in writing. This memorandum is limited to the laws of Singapore. In issuing this memorandum, we do not assume any obligation to notify or inform you of any developments subsequent to its date that might render its contents untrue or inaccurate in whole or in part at such later time. If you would like to discuss the implications of these legal developments on your business or obtain advice, please do not hesitate to approach your usual contact at Insights Law LLC.

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