|Companies should ensure that shareholders have the opportunity to participate effectively in and vote at general meetings of shareholders. Shareholders should be informed of the rules, including voting procedures, that govern general meetings of shareholders.|
This Guideline describes how companies should help shareholders exercise their rights at general meetings.
The major forums through which companies formally engage shareholders, and by which the latter exercise their rights, are the general meetings. Amongst the rights of shareholders, perhaps the most powerful is the vote. Through their votes, shareholders can approve, or disapprove, of matters such as the appointment of directors, auditors, the financial report, and other resolutions that are legally required to be tabled to them. In other words, it is mainly through their votes that shareholders exercise their ownership rights and influence how the company is run.
This Guideline sets out the need for the company to facilitate the exercise of these important shareholder rights, specifically:
- Being able to attend and participate effectively at general meetings. This can perhaps be achieved through adequate notice, convenient venues, appropriate meeting set-ups, and appropriate meeting procedures that are well communicated.
- Being able to easily vote at the general meetings. This can be achieved through clear voting rules and procedures including the use of proxies, and enhanced voting methods such as electronic voting.
B. SGX Disclosure Guide
C. Related Rules and Regulations
- Section 64(1) of the Companies Act: Rights and powers attaching shares.
- SGX MR 730A and SGX CR 730A: Facilitating Interaction with Shareholders.
D. CG Guides
- Board Guide 7.2: Shareholders [Stakeholder Engagement].
- Board Guide Appendix 7D: Shareholder Activism [Stakeholder Engagement].
- Board Guide Appendix 7F: General Meetings of Shareholders [Stakeholder Engagement].
E. Related Articles
- “Preparing for the AGM” by Penelope Phoon-Cohen. (446KB)
- “AGMs: What investors want to know” by Terry Wee. (447KB)
- “CA amendments: Less regulatory burden, more flexibility” by Marcus Chow. (47KB)
- “Shareholder activism and how directors can respond” by Jerry Koh. (97KB)
- “Shareholder activism - Shareholder rights and its effectiveness” by Kala Anandarajah. (95KB)