Singapore Exchange (SGX) is pleased to introduce new listing rules to promote greater transparency in general meetings and support listed companies and trusts in enhancing their shareholder engagement. These new rules include (i) holding of general meetings in Singapore, (ii) voting by poll for all resolutions, and (iii) disclosures of relevant details on voting outcomes. Respondents from our earlier public consultation expressed strong support for the initiatives. The proposed rules were refined to take into consideration the constructive feedback received from the public as well as in consultation with the Monetary Authority of Singapore. The new rules apply to both Mainboard and Catalist companies and trusts.
"Regular communication with, and engagement of, shareholders are important components of good governance. We encourage listed companies and trusts to embrace greater shareholder participation at general meetings, dialogue with the Board and transparency and fairness of process," said Yeo Lian Sim, Chief Regulatory and Risk Officer, SGX.
Details of the new rules comprise:-
(i) Holding of General Meetings in Singapore to be effective 1 January 2014
All SGX primary listed companies and trusts will be required to hold their general meetings in Singapore to promote more active participation and engagement of shareholders. Where there are legal constraints preventing them from holding their general meetings in Singapore, they are advised to provide alternative modes of engagement such as webcast and information meetings so that public shareholders have access to the board and senior management. These requirements are found in SGX Listing Rule and Catalist Rule 730(A)(1) and Practice Note 7.5.
(ii) Voting by Poll to be effective 1 August 2015
Listed companies and trusts will be required to conduct voting by poll where shareholders are accorded rights proportionate to their shareholding and all votes are counted. The new rule will enhance transparency of the voting process and encourage greater shareholder participation.
Shareholders who are unable to attend the meetings can cast their votes through proxies to participate in the outcome of shareholders' resolutions.
Companies and trusts are advised to review their articles of association or constituent documents ("Constituent Documents") in preparation for the adoption of poll voting. Where the Constituent Documents consist of any provisions that contravene the new rules, issuers are required to obtain shareholders' approval for amendment of these Constituent Documents to align the relevant provisions with the requirements under the new SGX Listing Rule and Catalist Rule 730(A)(2).
(iii) Disclosure of Voting Outcomes to be effective 1 August 2015
Listed companies and trusts will have to make prompt disclosure of the voting decisions and outcomes. This will improve the quality of information disseminated to all shareholders. The enhanced disclosure is aligned with the expectations of the revised Code of Corporate Governance 2012.
Listed companies and trusts have a two-year period to implement the poll voting processes and disclosure of voting outcomes. SGX encourages all companies and trusts to adopt voting by poll, as soon as practicable, as their commitment to strengthen their corporate governance practice. The new rules are found in SGX Listing Rule 704(16) and Catalist Rule 704(15).
For more details of the new rules, visit SGX's website at www.sgx.com.