The Singapore Exchange (SGX) has announced new listing rules aimed at promoting greater transparency in general meetings and supporting listed companies and trusts in enhancing their levels of shareholder engagement.
These new listing rules apply to both SGX Mainboard and Catalist companies and trusts, and relate to: (i) holding of general meetings in Singapore; (ii) voting by poll for all resolutions; and (iii) disclosures of relevant details on voting results promptly after general meetings. We set out below a summary of these new listing rules.
GENERAL MEETINGS IN SINGAPORE
With effect from 1 January 2014, issuers that have a primary listing on the SGX will be required to hold their general meetings in Singapore, unless there are legal constraints in the jurisdiction of their incorporation which prevent them from doing so. Where there are such aforementioned constraints, issuers are advised to provide alternative modes of engagement, such as webcasts or video conferences of overseas general meetings and information meetings in Singapore, so as to provide shareholders with access to the board and senior management.
VOTING BY POLL AND APPOINTMENT OF SCRUTINEERS
Under the new listing rules, issuers will be required to conduct voting by poll where shareholders will have voting rights proportionate to their shareholdings. This is in contrast to the current practice which allows for resolutions to be voted on by way of a show of hands unless a poll is demanded for. Shareholders will continue to be able to cast their votes through proxies if they are unable to attend the general meetings in person.
The new listing rules also impose the requirement for at least one scrutineer to be appointed for each general meeting. The appointed scrutineer shall be independent of the persons undertaking the polling process, and where the appointed scrutineer is interested in the resolution to be passed at the general meeting, it shall refrain from acting in such capacity.
Based on SGX’s news release dated 31 July 2013, the requirement for voting by poll and the appointment of scrutineers will take effect from 1 August 2015.
DISCLOSURE OF VOTING OUTCOMES
With effect from 1 August 2015, issuers will need to make prompt disclosures of the voting decisions and outcomes before the commencement of the pre-opening session on the market day following the general meeting. While this is already a common practice, the new listing rules prescribe additional details that must be disclosed, including:
- the breakdown of all valid votes cast for and against a resolution;
- the details and shareholdings of the parties (if any) who are
- required to abstain from voting on any resolution; and
- the name of the firm and/or person appointed as scrutineer.
Issuers should review their articles of association or other constituent documents to ascertain if any amendments are required in order to comply with the new listing rules, and to obtain the necessary shareholders’ approval for the same prior to the effective dates of such listing rules.