New SGX (Singapore Exchange) Listing Rules on General Meetings and Poll Voting

06 August 2013

Marcus Chow, Myra Tan

On 31 July 2013, the Singapore Exchange Securities Trading Limited (“SGX”) introduced new listing rules to promote greater transparency in general meetings and shareholder engagement and participation. These new rules apply to both Mainboard and Catalist listed companies and trusts (“Issuers”).

In brief, the new rules relate to the following:

Holding of General Meetings in Singapore

Effective 1 January 2014, all SGX primary listed companies and trusts (“Primary Listed Issuers”) will be required to hold their general meetings in Singapore, unless prohibited by relevant laws of their jurisdiction of incorporation.

The SGX may, on a case by case basis, allow Primary Listed Issuers to hold general meetings outside Singapore if circumstances call for such (such as in order to reach a larger shareholder base if most of the shareholders are based outside Singapore).

Primary Listed Issuers who are required or have been granted approval by the SGX to hold their general meetings outside Singapore, are encouraged to (i) hold information meetings for shareholders in Singapore; and (ii) make arrangements such as video conference or webcast to enable the shareholders based in Singapore to following the proceedings during the general meetings.

Primary Listed Issuers are also required disclose the circumstances under which its general meetings are convened outside of Singapore to potential investors and shareholders (through their IPO prospectus, or in an SGXNET announcement).

Voting by Poll

From 1 August 2015, all Issuers will be required to conduct voting by poll where shareholders are accorded rights proportionate to their shareholding and all votes are counted. In preparation for the adoption of poll voting, Issuers are encouraged to review their constituent documents in preparation and obtain requisite shareholders’ approval for any amendment, if required, to align the relevant provisions in their constituent documents with the requirements under the new rules.

Disclosure of Voting Outcomes

Effective 1 August 2015, Issuers will be required to announce the voting decisions and outcomes of the general meeting immediately after each general meeting and before the commencement of the pre-opening session on the market day following the general meeting.

Such announcement should include (i) a breakdown of all valid votes cast at the meeting in a prescribed format, (ii) the details of parties who are required to abstain from voting on any resolution(s) and (iii) the name of firm and/or person appointed as scrutineer. 

For more information, please contact Marcus Chow (marcus.chow@twobirds.com) or Myra Tan (myra.tan@twobirds.com).

Authors

Chow-Marcus

Marcus Chow

Partner
Singapore

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