|Companies should put all resolutions to vote by poll and make an announcement of the detailed results showing the number of votes cast for and against each resolution and the respective percentages. Companies are encouraged to employ electronic polling.|
This Guideline describes how the voting process should be conducted at a general meeting.
Generally, voting can be conducted by a show of hands of those present, or by poll (i.e. “one share one vote”).
Until recently, the leading practice is for resolutions to be voted on by poll, while voting by show of hands is often limited to procedural motions. The constitution of a company usually stipulates the conditions under which a poll may be demanded or required. However, notwithstanding a company’s constitution, Section 17(1)(b) of the Companies Act stipulates certain situations (e.g. when five or more shareholders, or one or more shareholders having more than 5% of the voting rights) in which a poll can be demanded. However, since 1 August 2015, SGX-ST requires all listed companies to conduct voting by poll.
Electronic polling has become increasingly popular as it provides many advantages over manual polling:
- Faster (almost instantaneous results).
- Preserves privacy.
- Auditable results.
For these reasons, the Guideline encourages electronic polling.
B. SGX Disclosure Guide
C. Related Rules and Regulations
- Section 178(1)(b) of the Companies Act: Right to demand a poll.
- Section 180(3) of the Companies Act: As to member’s rights at meetings.
- SGX MR 730A(2) and CR 730A(2): Facilitating interaction with shareholders.
- SGX MR 704(16) and CR 704(15): General meetings
D. CG Guides
- Board Guide 7.2: Shareholders [Stakeholder Engagement].
- Board Guide Appendix 7F: General Meetings of Shareholders [Stakeholder Engagement].
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