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Corporate Governance



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SINGAPORE: Temporary Exemption to Allow Electronic Dissemination of Offer Documents for Rights Issues and Take-over or Merger Transactions

Due to the COVID-19 outbreak, restrictions imposed on the operations and manpower of printers and mailing houses have posed challenges to the mass production of hard copy documents including documents in relation to rights issues and take-over or merger transactions. Various laws and rules require hard copies of these documents to be despatched.

In response, on 6 May 2020, the Monetary Authority of Singapore, the Securities Industry Council and the Singapore Exchange Regulation jointly announced temporary measures giving issuers listed on SGX-ST and parties involved in rights issues and take-over or merger transactions the option to disseminate an electronic version of the relevant offer documents through publication on SGXNET and their corporate websites.

These temporary measures take effect from 6 May 2020 to 30 September 2020.

This Update highlights the conditions for relying on the temporary measures.

Singapore | Corporate Governance | 12 May 2020
SINGAPORE: Conducting Meetings Relating to Collective Sale Amid COVID-19

On 27 April 2020, the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Management Corporations, Subsidiary Management Corporations and Collective Sale Committees) Order 2020 ("Order") was issued to provide for alternative arrangements for the following types of meetings to be conducted by electronic means:

• General meetings of management corporations ("MCs");

• General meetings of subsidiary management corporations; and

• Meetings of collective sale committees ("CSCs").

There are difficulties in conducting general meetings for collective sales (commonly known as en bloc sales) and meetings of CSCs in a manner prescribed in the Land Titles (Strata) Act while the control and elevated safe distancing measures are in place to prevent the spread of COVID-19.

The Order, which is deemed to be in force from 27 March 2020, allows such meetings to be conducted, wholly or partially, by electronic means from 27 March 2020 to 30 September 2020. With the exception of meetings of CSCs, they may also be deferred to a date no later than 30 September 2020.

This Update focuses on the key issues to note for holding a general meeting of a MC for the purpose of a collective sale and a CSC meeting by electronic means pursuant to the alternative arrangements set out in the Order.

Singapore | Corporate Governance | 04 May 2020
SINGAPORE: Conducting Meetings by Electronic Means for Corporate Insolvency and Bankruptcy Matters and Corrigendum

The COVID-19 pandemic has made it impracticable to conduct various types of meetings prescribed under written law and certain legal instruments, which require physical attendance. These include meetings for insolvency and bankruptcy matters.

On 27 April 2020, two Orders prescribing alternative arrangements for meetings in respect of insolvency matters and bankruptcy matters were issued under the COVID-19 (Temporary Measures) Act 2020 (“Act”) that provides, among other things, meetings convened, held, conducted or deferred, on or after 27 March 2020, in accordance with alternative arrangements prescribed under the Act will be deemed to have satisfied relevant requirements under written law or legal instruments.

Singapore | Corporate Governance | 30 April 2020
SINGAPORE: Update: Conducting Meetings by Electronic Means Amid COVID-19

Various control and safe distancing measures have been put in place in Singapore to prevent the spread of COVID-19. These measures along with provisions under written law and certain legal instruments requiring personal attendance at meetings have caused difficulties to business entities in Singapore in conducting their annual general meetings and meetings involving a large number of participants.

In response to this, the COVID-19 (Temporary Measures) Act 2020 ("Act") was enacted to provide, among other things, that meetings convened, held, conducted or deferred, on or after 27 March 2020, in accordance with the alternative arrangements prescribed under the Act will be deemed to have satisfied the relevant requirements under the written law or legal instrument.

This Update highlights the changes to the period of application of the prescribed alternative arrangement for conducting shareholders, unitholders and bondholders meetings by electronic means and new Orders issued under the Act to prescribe for the alternative arrangements for conducting meetings by electronic means for other types of meetings and business entities.

 

Singapore | Corporate Governance | 29 April 2020
PHILIPPINES: Company Registration and Transactions with the SEC During the Period of Enhanced Community Quarantine

The Securities and Exchange Commission ("SEC") adopted guidelines as a response to the imposition of the enhanced community quarantine (ECQ) all over Luzon by reason of the rapid spread of the COVID-19 pandemic.  Most transactions with the SEC, which include applications for company registration and submission of required reports, can be made online.

Philippines | Corporate Governance | 28 April 2020
INDONESIA: General Meeting of Shareholders Goes Online

In light of the approaching deadline for public companies to hold their annual GMS, the Indonesian Financial Services Authority (Otoritas Jasa Keuangan or "OJK") issued two new regulations this week on general meeting of shareholders ("GMS") of public companies, namely OJK Regulation No. 15/POJK.04/2020 ("POJK 15") and OJK Regulation No. 16/POJK.04/2020 ("POJK 16"). POJK 15 and POJK 16 allow public companies to hold their GMS virtually ("e-GMS") through an e-GMS system provided by an e-GMS provider.

In addition, both regulations enable the granting of an electronic proxy ("e-Proxy") through the e-GMS system. While AHP has discussed the e-proxy mechanism in its previous client update, certain provisions have been adjusted in POJK 16 to facilitate the implementation of the e-GMS better.

Indonesia | Corporate Governance | 27 April 2020
SINGAPORE: Expectations of Disclosures by Issuers During COVID-19

During this period of disruption to business caused by the pandemic, issuers listed on the SGX-ST Mainboard and Catalist and shareholders, alike are facing challenges. The economic uncertainty and market volatility make it necessary for shareholders to have up-to-date information concerning material changes in issuers’ business and operations.

Against this backdrop, the Singapore Exchange Regulation (“SGX RegCo”) had, on 22 April 2020, issued a statement on the Regulator's Column setting out SGX's expectations of issuers' disclosures during COVID-19 and considerations to guide issuers in complying with their disclosure obligations under the Listing Rules of the SGX-ST Mainboard and Catalist.

This Update highlights issuers' disclosure obligations during COVID-19 with reference to the general guidance by SGX RegCo.

Singapore | Corporate Governance | 24 April 2020
THAILAND: COVID-19: Company Meetings and Filings in the Current Situation (Updated 23 April 2020)

The government has introduced several measures to alleviate the impact of COVID-19 on business operations in Thailand, namely, several notifications to relax requirements and obligations on the part of business operators. These include, among others, the requirements for corporate entities to hold their annual general meeting and submit financial statements and reports to the authorities. We had earlier issued a Client Update on "COVID-19: Company Meetings and Filings in the Current Situation" on 9 April 2020. There have since been notable updates and developments in this area with regard to meetings via electronic media. Below is a summary of the updated measures and relevant guidelines as at 23 April 2020.

Thailand | Corporate Governance | 23 April 2020
MALAYSIA: COVID-19 AGM Matters & the Move to Virtual General Meetings

As the COVID-19 threat continues to escalate and companies struggle to stay afloat, the Companies Commission of Malaysia, in doing its part to offer companies breathing room, has provided a procedure for the extension of time for public companies to hold annual general meetings (“AGMs”), and has also introduced an extension of time for public and private companies to circulate and lodge financial statements and reports.

Regarding the conduct of AGMs, the Securities Commission Malaysia has issued guidelines on the conduct of general meetings during the Mandatory Control Order period and the post-MCO period.

Malaysia | Corporate Governance | 21 April 2020
SINGAPORE: Measures to Help S-REITs Manage Cash Flow and Raise Funds Amid COVID-19

On 16 April 2020, the Ministry of Finance, the Inland Revenue Authority of Singapore and the Monetary Authority of Singapore jointly announced the following measures to provide real estate investment trusts listed on the Singapore Exchange Securities Trading Limited ("S-REITs") greater flexibility to manage their cash flows and raise funds, to help them to weather through the COVID-19 pandemic:

  • Extending deadline for distribution of taxable income;
  • Raising leverage limit; and
  • Deferring the implementation of a new minimum interest coverage ratio requirement.

This Update provides a summary of these measures affecting S-REITs.

Singapore | Corporate Governance | 17 April 2020
SINGAPORE: Conducting Meetings by Electronic Means Amid COVID-19

Issuers listed on SGX-ST Mainboard and Catalist are facing difficulties in conducting their annual general meetings ("AGMs") due to the enhanced control and safe distancing measures that apply from 27 March 2020 to 4 May 2020 ("Control Period") coupled with provisions under written law and certain legal instruments requiring personal attendance at meetings. To address these challenges, the COVID-19 (Temporary Measures) Act 2020 came into force partially on 7 April 2020 to provide, among other things, that meetings convened, held, conducted or deferred, on or after 27 March 2020, in accordance with the alternative arrangements prescribed under the Act will be deemed to have satisfied the relevant requirements under the written law or legal instrument. The COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 was issued on 13 April 2020 to prescribe the alternative arrangements for conducting meetings ("Alternative Arrangements"). On the same day, SGX RegCo (together with ACRA and MAS) jointly prepared a comprehensive and useful checklist to guide listed and non-listed entities on the conduct of general meetings during the Control Period.

This Update discusses the Alternative Arrangements for conducting a meeting or AGM by a listed issuer during the Control Period, with reference to the Order and the Checklist, along with some practical notes.

Singapore | Corporate Governance | 17 April 2020
SINGAPORE: Provisional Measures to Assist Issuers Amid COVID-19

To support issuers listed on the SGX-ST Mainboard during this COVID-19 situation, on 8 April 2020, the Singapore Exchange Regulation (in consultation with the Monetary Authority of Singapore) issued a press release announcing two provisional measures:

  • Enhanced Share Issue Limit: Allowing an issuer to seek a general mandate for an issue of pro-rata shares and convertible securities of up to 100% of its share capital, increasing it from the current 50% limit; and
  • Suspension of Entry into Financial Watch-List: Suspending half-yearly reviews on the first market days of June 2020 and December 2020 to place an issuer on the Singapore Exchange Limited financial watch-list.

This Update discusses the two provisional measures together with some practical notes.

 

Singapore | Corporate Governance | 13 April 2020
SINGAPORE: Listed Issuers Granted Automatic 60-day Extension to Hold AGMs Amid COVID-19

On 7 April 2020, Singapore Exchange Regulation ("SGX RegCo") issued a press release announcing that all issuers listed on the SGX-ST Mainboard and Catalist with financial year ending on or before 31 March 2020 are automatically granted a 60-day extension by SGX to hold their annual general meetings (“AGMs”).

This is issued in response to the Singapore Government’s enhanced safe distancing measures (otherwise known as "circuit-breaker" measures) to control the spread of COVID-19. From 7 April 2020 until 4 May 2020, all businesses in Singapore are required to, among other things, suspend activities at their workplace premises unless they are essential service providers. These measures have severely hampered the holding of meetings which require personal attendance of the participants (provided under Singapore law and/or certain legal instruments which provide a similar restriction) and the performance of statutory audits on listed issuers for their full-year financial results.

This Update highlights the matters that a listed issuer should take note of in view of this recent development.

Singapore | Corporate Governance | 09 April 2020
THAILAND: COVID-19: Company Meetings and Filings in the Current Situation

The government has introduced several measures to alleviate the impact of COVID-19 on business operations in Thailand, namely, several notifications to relax requirements and obligations on the part of business operators. These include, among others, the requirements for corporate entities to hold their annual general meeting and submit financial statements and reports to the authorities. Below is a summary of these measures and relevant guidelines as at 9 April 2020.

Thailand | Corporate Governance | 09 April 2020
SINGAPORE: COVID-19 AGM Pack

As COVID-19 ravages the globe, governments are upending the rules on nearly every aspect of our lives almost daily. These include various social distancing measures to contain the outbreak. Issuers listed on SGX-ST Mainboard and Catalist are facing unprecedented challenges in conducting annual general meetings ("AGMs") and meetings in a manner that complies with new legal requirements, guidance and advisories from various regulatory authorities.

We are pleased to bring you the COVID-19 AGM Pack that collates our Updates that share with you the latest legislative developments and advisories relating to the conduct of AGMs amid the COVID-19 outbreak. These include our latest Update titled “Listed Issuers' Meetings to Comply with Safe Distancing Measures Amid COVID-19” which discusses the draft COVID-19 (Temporary Measures) Bill that provides for, among other things, temporary alternative arrangements for conducting meetings in a manner that complies with the prevailing safe distancing measures. The Bill is expected to be introduced in Parliament next week and anticipated to be passed into law shortly after.

Singapore | Corporate Governance | 03 April 2020
SINGAPORE: Listed Issuers' Meetings to Comply with Safe Distancing Measures Amid COVID-19

The impact of COVID-19 is greatly felt and measures are being introduced by the Singapore Government to try to minimise further spread of COVID-19. These include safe distancing measures that would render the holding of annual general meetings ("AGMs") or shareholder meetings difficult for issuers listed on the SGX-ST Mainboard and Catalist which have a large shareholder base.

Issuers are expected to comply with the prevailing safe distancing measures which, among other things, require the organiser of an AGM to ensure that not more than ten individuals are present at the event at any one time. On 31 March 2020, Singapore Exchange Regulation (SGX RegCo), the Accounting and Corporate Regulatory Authority (ACRA) and the Monetary Authority of Singapore (MAS) jointly issued an updated guidance for issuers on the alternative arrangements that may be adopted to ensure that their AGMs are conducted in a manner that complies with the safe distancing measures. On 2 April 2020, the draft COVID-19 (Temporary Measures) Bill which provides for temporary alternative arrangements for conducting meetings in a manner that complies with the Safe Distancing Measures was made available on the Ministry of Law website. This Update provides a summary of this development.

Singapore | Corporate Governance | 02 April 2020
SINGAPORE: Holding AGMs Amid COVID-19: Guidance from SGX RegCo

On 19 March 2020, the Singapore Exchange Regulation ("SGX RegCo") provided guidance on the holding of general meetings amid the COVID-19 situation, in furtherance of the latest advisories from the Ministry of Health. The SGX RegCo's guidance was developed in consultation with the Accounting and Corporate Regulatory Authority and the Monetary Authority of Singapore.

This guidance is a welcome complement to SGX RegCo's previous announcement providing issuers listed on the SGX-ST Mainboard and Catalist which meet certain criteria two more months to hold their annual general meetings ("AGMs") to approve their 31 December 2019 financial results.

This Update sets out further guidance by SGX RegCo on the holding of AGMs/general meetings amid the challenges posed by the COVID-19 situation.

 

Singapore | Corporate Governance | 23 March 2020
INDONESIA: Indonesian Government Begins Easing Rules in Light of COVID-19

In light of the spread of  the Covid-19 outbreak, on 18 March 2020, the OJK, Indonesia's Financial Services Authority, relaxed the rules on submission of reports and holding of general meeting of shareholders for public companies. Under OJK Letter No. S-92/D.04/2020 ("Letter"), OJK not only extends the deadline for the submission of several reports, including annual reports and financial statements, but also touches upon the holding of a general meeting of shareholders ("GMS") via an e-proxy.

Indonesia | Corporate Governance | 20 March 2020
INDONESIA: Market Condition Pushes the OJK to Relax Buyback Procedures

Indonesia's financial services authority, Otoritas Jasa Keuangan or "OJK", recently issued a circular that allows all issuers or public companies to conduct a buyback of shares without convening a general meeting of shareholders. 

In OJK Circular Letter No. 3/SEOJK.04/2020 on Other Conditions as Significantly Fluctuating Market Conditions in the Implementation of Shares Buyback by Issuers or Public Companies ("Circular"), the OJK states that the trading condition in the Indonesia Stock Exchange (IDX) has experienced significant pressure as evidenced by the decline in the Composite Stock Price Index (IHSG) by 18.46% from the beginning of 2020 until the date of the Circular. The economy is also slowing down due to regional and national pressure, including as a result of the COVID-19 outbreak. 

The revision to the buyback procedure is an attempt by the government to provide economic stimulus to the market and at the same time reducing the adverse impact from the current market condition.

Indonesia | Corporate Governance | 12 March 2020
SINGAPORE: Deadline for Holding AGMs for SGX-ST Listed Issuers Extended to 30 June 2020 Due to Covid-19 Outbreak

Issuers listed on the SGX-ST Mainboard and Catalist are given two more months to hold their annual general meetings ("AGMs") to approve their 31 December 2019 financial results. Under the Listing Rules of the SGX-ST Mainboard and Catalist, issuers are required to hold their AGMs within four months from the end of their financial years. However, in response to feedback by shareholders who want to participate in and vote at AGMs but may be concerned about attending large-group meetings amid the COVID-19 outbreak, on 27 February 2020, Singapore Exchange Regulation (SGX RegCo) announced that a waiver from the foregoing requirement will be granted to issuers which satisfy the prescribed criteria ("Waiver"). Issuers which are granted the Waiver have up to 30 June 2020 to hold their AGMs.

This Update provides a brief overview of the relevant requirements and the steps issuers can take to obtain the Waiver.

Singapore | Corporate Governance | 06 March 2020


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