Wondering how you can continue to hold your company’s Annual General Meeting (AGM) during COVID-19? After all, unless exempted, non-listed companies (i.e. companies not listed on the stock exchange) must hold their AGM within 6 months after the end of the company’s Financial Year End (FYE).
If your company is a non-listed company in Singapore and you need to hold your AGM amid COVID-19, this article will provide a summary of the alternative measures that you may want to implement.
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Can I Hold My AGM In Person Amid COVID-19?
The short answer is yes. Usually, a company’s AGM will be held in person, and you can continue doing so. However, you must comply with the prevailing safe distancing requirements. These requirements include:
- Limiting the number of attendees to up to 50 people
- Shortening the duration of critical physical meetings as far as possible
- Ensuring a clear physical spacing of at least 1m apart between each attendee
Alternatively, in light of the alternative arrangements under the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, you can also choose to hold your AGM virtually, without the need for attendees to be physically present. This is also more ideal if your company has more than 50 members.
Alternative Arrangements for Holding AGMs Amid COVID-19
The alternative arrangements apply to meetings convened, held, conducted, or deferred in the period starting from 27 March 2020 onwards.
Do note that while these alternative arrangements for the personal attendance of AGMs apply to general meetings of companies (including Extraordinary General Meetings or EGMs), they do not apply to meetings for schemes of arrangement ordered by the court.
Holding a meeting and attendance
There are 2 possible options for holding your AGM during the COVID-19 situation:
- Holding your AGM entirely virtually via video conferencing or tele-conferencing
- Holding the AGM in a physical location with up to 50 attendees present physically, and broadcasting the meeting to the rest of the attendees who will participate virtually
Attendees attending the meeting virtually must be provided access to both an audio broadcast and audio-visual broadcast to the meeting.
Giving notice of the AGM
A notice of the meeting may be sent by email and:
- Must describe the means by which the meeting can be electronically accessed (including the meeting’s online location, if the meeting is being held online);
- Must set out how the chairman of the meeting may be appointed, by a member entitled to vote at the meeting, as the member’s proxy to vote at the meeting;
- Must state how a member may send to the chairman of the meeting the substantial and relevant matters which the member wishes to raise; and
- May be accompanied by any other documents relevant to the meeting.
Laying out and producing documents at the AGM
Documents required to be laid or produced before the AGM may be sent with the notice of the meeting.
Right or entitlement to speak on resolution at the AGM
Before the AGM, you can ask for attendees to send to the chairman of the meeting, by post or email, the matters which they wish to raise at the meeting.
Each of these matters is to be responded to at or before the meeting by electronic means (such as emailing, tele-conferencing or video conferencing) provided that they are:
- Substantial and relevant; and
- Sent within a reasonable period of time before the meeting.
Right or entitlement to be heard or for representations to be read out at the AGM
The person reading out the rights and representations at the AGM may also do so via email, tele-conferencing or video conferencing.
Provision for quorum at the AGM
A quorum may be formed by 2 members of the company personally or electronically present. A member is deemed to be electronically present if he/she :
- Has access to both an audio broadcast and audio-visual broadcast, and is observing or listening to the meeting;
- Is verified by the share registrar of the company as attending the meeting; and
- Is acknowledged by electronic means (such as email, tele-conferencing or video conferencing) by the chairman of the meeting as being present at the meeting.
Provision for member to vote at the AGM
Unless your company constitution allows for members to submit their votes online, members who wish to vote must appoint the chairman of the meeting as the member’s proxy to vote on his/her behalf. They can notify the company of this appointment by post or email to an email address stated in the notice of the meeting.
The same goes for a member who cannot attend the AGM but wants to vote. Even if the member has already appointed a proxy other than the chairman before 13 April 2020, this appointment will be taken as appointing the chairman as the member’s proxy.
This is provided that the member had indicated how he/she wishes to vote on each resolution, and if the member had been given an opportunity to withdraw the original appointment but had not done so.
You may wish to get in touch with a corporate services firm if your company needs assistance holding your AGM amid the COVID-19 situation. A corporate services firm can help you ensure that you are complying with the alternative arrangements within the revised due dates (if applicable) for holding your AGM and filing your ARs.