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Singapore Exchange Regulation (SGX RegCo), the Singapore Institute of Directors (SID), and the Chartered Secretaries Institute of Singapore (CSIS) today outlined standards for service providers that provide the systems that enable the holding of virtual and hybrid general meetings.
To ensure that such virtual or hybrid meetings can be conducted effectively, companies have to consider a myriad of issues when choosing their service providers. These standards cover the functional capabilities, general system availability levels, and recovery provisions of such systems. Details on the standards are here, and are also available on the websites of SID and CSIS. With the standards made public, companies and investors may understand better what the digital services that are used at their meetings can do and how robust they are.
The release of the standards is further to SGX RegCo’s clarification issued in May 2022 that companies that choose to conduct fully virtual general meetings must utilise both (i) real-time electronic voting and (ii) real-time electronic communication at their general meetings.[i] The Ministry of Law had in April 2020 introduced temporary legislative relief[ii] (the “Order”) allowing entities to hold general meetings via electronic means amid the COVID-19 situation. The Order continues to be in force until the Ministry revokes or amends it.[iii]
The standards were developed with input from stakeholders across the market community and reflect the view that service providers that meet these standards would be able to fulfil the typical requirements of enabling shareholders to vote and engage companies effectively at virtual or hybrid shareholder meetings. SGX RegCo, SID and CSIS encourage all service providers of such virtual/hybrid general meeting systems to adopt these standards. We also encourage all issuers to have regard to this set of standards, when choosing service providers for their virtual/hybrid shareholder meetings.
SGX, SID and CSIS wish to thank the Securities Investors Association (Singapore) and The Law Society of Singapore which provided invaluable insight towards the development of these standards, and service providers of virtual/hybrid general meeting systems Lumi Global (Singapore) and Azeus Systems Limited, for providing technical advice.
“As the world moves towards increasing digitalisation, we expect that the legal and regulatory regime surrounding the holding of shareholder meetings will progressively evolve to permit such meetings to be held in virtual and/or hybrid forms. Such meetings may increase shareholder access and engagement. It is our hope that this set of standards will help assure issuers of the adequacy of the systems they use in order to hold such meetings,” said Tan Boon Gin, CEO of SGX RegCo.
“A well-conducted shareholder meeting is both the start and the foundation of stakeholder engagement. To this end, companies should view shareholder meetings as valuable opportunities and avenues to better engage with shareholders and understand investor expectations. As the national association of directors, Singapore Institute of Directors is pleased to support this set of standards as providing a necessary technological baseline to enable boards to engage shareholders effectively at virtual or hybrid shareholder meetings,” said Adrian Chan, Vice-Chair, SID.
“With the prevalence of virtual and/or hybrid shareholder meetings, the release of this set of standards for the service providers is timely. Not only do the standards set out the technological requirements for the service providers, it will also help the users (listed companies and their investors) to better understand the capabilities and functionalities of such systems. Following the launch of this set of standards, management and company secretaries of listed companies will have a clear framework to refer to in the selection of service provider for virtual and/or hybrid shareholder meetings,” said Raymond Lam, Chairman, CSIS.
[i] All issuers holding their annual general meetings for financial years ending 30 June 2022 or after, as well as issuers holding any other general meeting on or after 1 October 2022 to seek shareholder approval for corporate transactions must take into account these expectations.
[ii] The COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings) Order https://sso.agc.gov.sg/SL/COVID19TMA2020-S269-2020
[iii] Please refer to the 7 April 2021 SGX announcement titled “Extension of Temporary Legislative Relief for Conduct of General Meetings via Electronic Means Beyond 30 June 2021”, available via the following web-link: https://www.sgxgroup.com/media-centre/20210407-extension-temporary-legislative-relief-conduct-general-meetings-electronic.
