SINGAPORE – The Monetary Authority of Singapore (MAS) and the Singapore Exchange Regulation (SGX RegCo) are open to allowing hybrid and fully virtual shareholder meeting formats as a long-term option, should they “be carried out effectively”, said MAS deputy managing director Ong Chong Tee on Monday (Oct 12).
Speaking at the Corporate Governance Digital Symposium organised by the Securities Investors Association (Singapore), or Sias, Mr Ong said MAS and SGX RegCo will “closely monitor” the experiences of issuers and investors in the conduct of virtual meetings.
“What is important is that such new meeting formats should not compromise effective shareholder engagement, allow proper verification of attendees and voters, and facilitate accurate and secure voting processes,” he added.
Despite Covid-19 travel restrictions and safe distancing measures that have made it difficult for in-person general meetings to take place, it is still important for issuers to update shareholders on a company’s state and to “complete urgent corporate actions requiring shareholders’ approval expeditiously”, said Mr Ong.
He added that shareholder general meetings are a “central plank of stakeholder engagement”.
At present, companies can continue to conduct their general meetings via alternate non-physical means up till June next year.
While this may raise concerns among stakeholders over limited active participation, Mr Ong said that measures have been put in place to “facilitate informed and effective participation”. This includes a checklist that it has published alongside SGX RegCo and the Accounting and Corporate Regulatory Authority on baseline requirements that companies should adhere to.
Examples of such requirements include broadcasting the meetings by live webcast, supporting proxy voting and allowing shareholders to ask questions, and having the questions addressed ahead of the general meeting.
All substantial and relevant questions, as well as follow-up questions, must also be addressed by the board of directors and/or management prior to, or at, general meetings.
However, Mr Ong noted that stakeholder engagement goes beyond annual general meetings.
Shareholders should also have up-to-date information on material changes in a company’s business and operations so as to “make informed investment decisions”; and issuers should “explain their business plans clearly, provide specific risk disclosures and engage in regular dialogues with their investors to facilitate investors’ understanding of their business situation”.
Above all, the role and responsibilities of directors are also “critical”, said Mr Ong, adding that they are “stewards of a company’s assets and its ongoing viability, and owe a duty to shareholders, regulators, employees, clients and even the general public, especially if the company has an important market role”.
He said: “A good and effective board must be able to manage that board-management boundary well to allow the executives to benefit from the directors’ involvement on issues of risks and strategy on the one hand, and not to hamper the executives from doing their job on the other.”