SGX RegCo’s Expectations on Issuers to Ensure Effective Shareholders’ Engagement at General Meetings

On 23 May 2022, the Singapore Exchange Regulation (“SGX RegCo“) issued a Regulator’s Column setting out its expectations relating to the conduct of general meetings (“GMs“) of issuers listed on the Singapore Exchange Securities Trading Limited (“SGX-ST“) to ensure that issuers engage shareholders effectively at the GMs (“May 2022 Regulator’s Column“). SGX RegCo also updated the “FAQs on The Holding of General Meetings” (23 May 2022) (“FAQs“) to clarify its expectations set out in the earlier “Guidance on the Conduct of General Meetings Amid Evolving COVID-19 Situation”. The FAQs apply to all SGX-ST listed issuers (“Listed Issuers“), including business trusts (BTs) and real estate investment trusts (REITs).

Amid the COVID-19 pandemic in the past two years, many Listed Issuers have conducted their GMs virtually following legislation that was enacted to enable and facilitate that. With Singapore relaxing its safe measurement measures, Listed Issuers may resume conducting their GMs physically. SGX RegCo states that Listed Issuers continue to have the option to hold GMs virtually or in a hybrid format. Regardless of the format GMs are conducted in, Listed Issuers must, among others, ensure that shareholders are provided with the necessary information to make informed decisions, be able to fully participate and exercise their voting rights at GMs.

This Update highlights certain key takeaways from SGX RegCo’s May 2022 Regulator’s Column and the updated FAQs on what SGX RegCo expects of Listed Issuers to ensure effective shareholder engagement at GMs conducted physically, virtually or in hybrid format. Listed Issuers holding their annual general meetings for financial years ending 30 June 2022 or after must conform with these expectations. Listed Issuers holding any other GMs on or after 1 October 2022 to seek shareholder approval for corporate transactions must also take into account these expectations. Listed Issuers are advised to carefully review SGX RegCo’s expectations and put in place the necessary arrangements.