Singapore companies holding corporate meetings will be able to conduct them electronically through 30 June 2021 under Meeting Orders to be extended by the Ministry of Law (MinLaw). The extended Meeting Orders will permit companies to:
- conduct meetings by electronic means (e.g., videoconferencing);
- require a member to only attend a meeting by observing and listening to the meeting by electronic means, if access to both an audio broadcast and audio-visual broadcast is provided;
- require a member to appoint the chairman of the meeting as the member’s proxy to vote at the meeting by depositing with the company an instrument of appointment by post or email; and
- send notice of a meeting by electronic means, but only if (a) the notice is sent to all members using the email addresses notified by the members to the company, and (b) the notice is published on the website of the company, if available. Documents required to be provided before a meeting may be sent with the notice of the meeting.
MinLaw originally issued the Meeting Orders on 27 March 2020 with effect through 30 September 2020. The extension to the Meeting Orders becomes effective on 29 September 2020.
Extension of Deferral Provisions
MinLaw also extended the deferral provisions for meetings of certain organisations. These meetings now qualify for deferral to a date no later than 31 December 2020:
- General and board meetings of charities
- General meetings of co-operative societies
- General meetings of mutual benefit organisations
- General and board meetings of registered societies
- General meetings of management corporations (including for purposes of collective sale), and subsidiary management corporations
- Meetings of trade unions and their executives and branches
However, the deferral date for the following meetings will not be extended, i.e. these meetings may be deferred only to a date no later than 30 September 2020:
- Meetings of Town Councils and committees of Town Councils
- Meetings of school management committees and school governing boards
- Bankruptcy and insolvency-related meetings
The following meetings are not eligible to be deferred under either the original or extended Meeting Orders:
- General meetings of companies, variable capital companies, business trusts, unit trusts, debenture holders (MAS, SGX and ACRA may extend deadlines on a case by-case basis)
- Meetings of collective sale committees (there are no statutory deadlines for these meetings that can be deferred)
Other Refinements to the Meeting Orders
MinLaw, in consultation with other relevant agencies, introduced other refinements to the Meeting Orders to enhance the conduct of remote meetings, including the following:
- Real-time electronic voting may be used if prescribed safeguards are adopted and the organisations still allow attendees to vote by appointing the Chairman or convenor (as the case may be) as their proxy to vote. This option applies to meetings conducted on or after 1 October and until the expiry of the Meeting Orders. Existing alternative arrangements that provide for voting via electronic means remain unchanged.
- Real-time Q&A via electronic means may be used as long as attendees are still allowed to submit questions before the meeting by post or electronic mail.
- Virtual AGM platforms and other electronic means to accept submissions may be used to accept document submissions (e.g., signed proxy instruments) in advance of the meeting as long as submissions by post or electronic mail are still allowed.
Disclaimer: This article is for general public information only and does not constitute legal advice.