SINGAPORE - Companies will have to provide live engagement and voting at all annual general meetings (AGMs), especially those that are fully virtual, ...
Shareholders also lack the ability to pose follow up questions and probe deeper into the issues raised," he said. This means that shareholders should still have the right to attend, ask questions, and communicate their views at general meetings. The electronic voting systems have to accurately count all votes cast in the meeting. Each vote has to be verified as cast by shareholders or members, or proxies. SGX RegCo similarly expects issuers to accord shareholders with the same full rights should they choose to hold virtual-only meetings," he said in the column. "Shareholders must be able to make decisions on an informed basis.
On 5 May 2022, the Singapore Exchange Regulation ("SGX RegCo") issued a Regulator's Column on "Duties of directors under the Listing Rules"…
Accordingly, there could be differences between duties imposed on the directors of a Singapore incorporated company and a non-Singapore incorporated company that is listed on the SGX-ST. All Listed Issuers and their directors should therefore carefully review the Regulator's Column to acquaint themselves with the expectations that SGX RegCo has set out for directors of a Listed Issuer and to ensure that compliance can be made with such expectations. SGX RegCo provided examples of circumstances where it is reasonable for directors to make further inquiries, for instance, where directors are put on notice of material or adverse developments in the company that need close monitoring to ensure compliance with the Listing Rules. The directors are required, in all instances, to direct their minds to the decision, and demonstrate that they applied proper judgement on the facts. The test for the standard of care, skill and diligence is objective: has the director exercised the same degree of care, skill and diligence as a reasonable director in his/her position? In assessing compliance with disclosure obligations, SGX Regco will not accept sole reliance on external legal advice or the Management as a justification, and highlighted that the Board remains responsible to decide on whether the information is material and should be disclosed immediately. In SGX RegCo's view, it is not sufficient for a director to state that the terms of a transaction are made on "willing-buyer-willing-seller" basis without conducting proper due diligence. In addition, the board of directors ("Board") should have clear policies and procedures for dealing with conflicts of interests – see the Practice Guidance to the Code of Corporate Governance. For instance, where a director has a direct or indirect interest in a transaction or faces a conflict of interest, he/she should make appropriate disclosures and recuse himself/herself from meetings, and abstain from deliberations and voting on the transaction. For commercial transactions including major acquisitions, interested person transactions, disposals, mergers and delistings, the Listing Rules provide safeguards such as the requirement for a financial adviser (who shall be independent in some cases) to ensure that the terms of the transaction are on normal commercial terms and not prejudicial to the interests of shareholders. · Objective test/standard. A director must possess the appropriate experience and expertise to manage the company's business, and exercise due care, skill and diligence in doing so. For real estate investment trusts ("REITs"), under the Securities and Futures Act 2001, the manager of an authorised REIT ("REIT Manager") has a duty to act in the interests of all the participants of the authorised REIT as a whole. Similarly, under the Business Trust Act 2004, the trustee-manager of a registered business trust ("Trustee Manager") has the duty to act in the interest of all the unitholders of the registered business trust as a whole. SGX RegCo highlighted that one of the key principles underlying the Listing Rules is that a director of a Listed Issuer must act in the interests of shareholders as a whole.