To allow various business entities to convene, hold, or conduct their general meetings despite various movement control orders during the COVID-19 pandemic, the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (“Order“) came into effect on 27 March 2020 and was extended multiple times.
Since then, almost all COVID-19 movement restrictions have been lifted. Accordingly, the Ministry of Law (“MinLaw“) announced that the Order will be revoked on 1 July 2023.
On 18 April 2023, the Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Bill 2023 (“Bill“) was tabled for First Reading in Parliament (and is expected to be tabled for Second Reading in May 2023). Among other matters, the Bill enables the continued utilisation of virtual and hybrid meetings. Key changes include:
- Clarifying that companies, variable capital companies (“VCCs“) and business trusts (“BTs“) have the option to conduct fully virtual or hybrid meetings; and
- Ensuring that the rights of the members of the companies and VCCs and unitholders of BTs to attend and participate in such general meetings are safeguarded.
To provide additional guidance on the conduct of general meetings for issuers (including an issuer that is a REIT or BT) primary-listed on the Mainboard of the Singapore Exchange Securities Trading Limited (“SGX-ST“) and Catalist (collectively “Issuers“), the Singapore Exchange Regulation (“SGX RegCo“) issued amendments to Practice Note 7.5 (General Meetings) of the SGX Mainboard Rules and Practice Note 7E (General Meetings) of the SGX Catalist Rules (collectively “Practice Notes“). Key changes include:
- Provisions relating to the conduct of hybrid general meetings; and
- Shareholders’ rights to fully participate in such meetings.
In this Update, we cover the key points of the Bill and the Practice Notes relating to the holding of virtual or hybrid meetings.
For more information, click here to read the full Legal Update.
