Government measures in key jurisdictions 4th edition - Flipbook - Page 115
Singapore
Company
law matters
Have any measures
been put in place to
accommodate social
distancing (such as
remote general
meetings)?
115
•
Extension of deadline for holding Annual General Meetings and filing Annual Reports:
On 7 April 2020, the Accounting and Corporate Regulatory Authority (“ACRA”) announced a 60-day
extension of time for all listed and non-listed companies to hold their annual general meetings (“AGMs”)
and file their annual returns (“ARs”). The Singapore Exchange Regulation (“SGX RegCo”) also
announced that it would automatically extend the deadline by 60 days for all issuers with financial yearend on or before 31 March 2020 to hold their AGMs.
•
Alternative arrangements for AGMs which proceed: On 7 April 2020, the Covid19 (Temporary Measures) Act was enacted by Parliament. One of the provisions state that a
relevant meeting or class of meetings held on or after 27 March 2020 that complies with
alternative arrangements prescribed under the new law will be deemed to satisfy any
requirements for the convening, holding or conduct or deferral of such meetings under the
relevant written law or legal instrument.
•
On 13 April 2020, the Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings for
Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order
was gazetted. The Order sets out alternative arrangements to personal attendance in respect of
certain classes of meetings, which include, inter alia, general meetings of companies. Personal
attendance can be via electronic means instead.
•
On 27 April 2020, the Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings)
(Corporate Insolvency) Order (“Insolvency Order”) was gazetted, prescribing alternative
arrangements for conducting meetings in respect of insolvency matters of companies, limited
liability partnerships and variable capital companies. The Covid-19 (Temporary Measures)
(Alternative Arrangements for Meetings) (Bankruptcy) Order (“Bankruptcy Order”) was
gazetted as well, prescribing alternative arrangements for conducting meetings in respect of
bankruptcy matters. The Orders grant broad flexibility to convenors to either hold meetings
virtually, or to deter holding meetings until 30 September 2020. However, the Orders do not
apply to all meetings. For example, the Insolvency Order does not apply to, inter alia, any
meeting held pursuant to an order or a direction of the High Court under section 210(1) of
the Singapore Companies Act – meetings of creditors and members in relation to the proposal of
a compromise or arrangement.
•
On 22 June 2020, following Singapore’s move into phase two of its reopening on 19 June 2020,
ACRA has updated its regulatory announcement to clarify that issuers that are permitted to
operate will no longer need to submit a notification to the Ministry of Trade and Industry for a
lime-limited exemption to have temporary operations in the same physical location for the
purpose of holding a general meeting.
•
The Singapore Stock Exchange is also providing a grant of SGD5,000 per issuer that can only be
used for the purpose of implementing Covid-19 measures for AGMs. This ‘AGM Facilitation
Grant’ will cover all AGM-related expenses incurred between 16 March 2020 and 15 March
2021, such as augmenting physical AGMs with video conferencing, additional logistics such as
on-site temperature taking or pre-AGM shareholder communication, amongst others.
Government measures in key jurisdictions