In an era of rapid technological evolution, even corporate practices are transforming. Singapore, known for its pro-business stance, has embraced progress once again. Virtual Annual General Meetings (AGMs) are now permitted in the city-state.
This significant development was introduced through the Companies, Business Trusts, and Other Bodies (Miscellaneous Amendments) Bill on May 9, 2023. In this blog post, we delve into the implications of these changes and explain how companies can benefit from this newfound flexibility in holding Singapore virtual AGMs.
Amendments Facilitating Singapore Virtual AGMs
Singapore has made a substantial advancement in cultivating a business-friendly atmosphere by allowing companies to hold virtual AGMs. This decision by the Ministry of Finance is found within a bill that introduces revisions to the Singapore Companies Act, marking a significant step forward in corporate practices.
The revisions introduced in this legal framework usher in a new era, affording companies in Singapore the choice to convene virtual AGMs in conjunction with their statutory and extraordinary meetings. Historically, AGMs were exclusively held through physical means. Nonetheless, these contemporary modifications underscore the business world’s dynamic adaptation to technology and its penchant for versatility.
What Type of Singapore Company Meetings Can Be Held Virtually?
The amendments introduced by the Singapore government now allow for a range of meetings to be held in a virtual format. These include:
- AGM (Annual General Meeting)
- EGM (Extraordinary General Meeting)
- Statutory meetings
- General meetings involving amalgamating companies
- Meetings for specific company members
- Court-ordered meetings under Section 182 of the Companies Act
- Court-directed meetings under Section 210 of the Companies Act
This extension of meeting formats equips companies with greater flexibility and adaptability. By leveraging virtual or hybrid formats, attendees have the opportunity to join remotely. This empowers enterprises to capitalize on technology, adjusting to evolving situations while maintaining robust communication and interaction with stakeholders.
Benefits of Holding Singapore Virtual AGMs
The amendments have introduced several notable benefits for companies opting for Singapore virtual AGMs:
Expanded Meeting Formats
The amendments empower companies to conduct fully virtual and hybrid company meetings, providing a clear regulatory framework for such gatherings.
The Companies Act no longer prohibits board meetings from being held virtually. This change offers companies clarity and flexibility in conducting fully virtual and hybrid meetings while upholding shareholders’ rights.
Electronic Proxy Instructions
The amendments require companies to accept proxy instructions given electronically. This simplifies the process for shareholders to appoint proxies, enhancing shareholder engagement and participation.
Important Considerations Before Opting for Singapore Virtual AGMs
Before embarking on the Singapore virtual AGM journey, five vital considerations must be addressed:
- Platform Comfort and Security – Ensure the chosen platform is both comfortable and secure for all participants, considering any geographical restrictions.
- E-Voting Plans – Plan for e-voting and provide a secure way for shareholders to access the platform for voting.
- Updated Reminders and Proxy Materials – Ensure that reminders and proxy materials are updated for a seamless virtual experience.
- Handling Questions and Concerns – Develop a strategy for handling multiple questions transparently and maintaining members’ trust.
- Building Shareholder Trust – Establish mechanisms to foster shareholders’ trust in the Singapore virtual AGM process.
Are Hybrid AGMs Allowed?
There are instances when certain key stakeholders may need to convene physically. In such cases, a hybrid AGM emerges as a practical solution. A hybrid meeting entails the physical presence of a select few participants at the venue, while others join remotely through a designated online platform.
To minimize costs associated with this approach, it’s recommended to limit the number of participants physically present. This ensures that companies can balance the advantages of physical interaction with the convenience of virtual attendance.
Notice for Shareholders
The Companies Act prescribes a specific procedure for shareholder meetings. The responsibility falls on the company to send out a notice to members, officers, and shareholders containing vital information about the meeting. This notice should cover:
- Date, time, and venue of the meeting
- Agenda detailing discussion topics
- Proxy appointment information
- Special resolution requirements
For ordinary resolutions, the notice should be sent 14 days prior, and for special resolutions, 21 days before the scheduled general meeting. Notably, the recent amendments also permit electronic notices, facilitating electronic communication methods such as email, company websites, and fax.
How We Can Help: Our Company Secretary Service
Singapore’s adoption of virtual AGMs reflects the country’s commitment to fostering a business-friendly environment that embraces technological advancements. With the freedom to choose between virtual, hybrid, or in-person meetings, companies can tailor their approach to meetings according to their specific needs and preferences.
As you navigate these changes, remember that SJH Advisory is here to provide expert guidance and support in ensuring that your company remains compliant, engaged, and adaptable in this evolving landscape.
SJH Advisory specializes in guiding businesses through the intricate landscape of corporate services in Singapore. Our expertise extends to assisting companies in seamlessly adapting to the latest regulatory changes, such as the allowance of Singapore virtual AGMs.
Contact SJH Advisory today for a FREE consultation. Whether you have questions about the process or need assistance, our expert team is here to assist you.
Singapore Virtual AGM- FAQs
Yes, companies can choose whether to hold fully virtual, hybrid, or in-person meetings. The decision should align with the company’s unique needs.
Private companies that distribute financial statements to their members within five months following the financial year end have the option to forgo AGMs, with certain exceptions such as a member requesting for an AGM.
Suppose a company member seeks to hold an AGM notwithstanding the exemption. In such a scenario, the member is required to inform the company a minimum of 14 days before the end of the sixth month following the conclusion of the financial year. Subsequently, the company’s directors are required to organize an AGM within 6 months from the financial year end.
Yes, amendments to the Companies Act allow electronic notices for shareholder communications, enhancing efficiency.