Many Singapore Exchange Securities Trading Limited (“SGX-ST“) listed issuers have their financial year-end in December, and the peak period in which issuers schedule their annual general meeting (“AGMs“) typically is the second half of April (two weeks preceding the deadline in April for holding of AGMs). The ability of investors holding shares in multiple issuers to attend AGMs may be curtailed during this period.
On 26 March 2024, the Singapore Exchange Regulation (“SGX RegCo“) published the Regulator’s Column requiring SGX-ST issuers with a larger shareholder base and market capitalisation, such as those that are constituents in the Straits Times Index (“large issuers“) to take the lead to coordinate and avoid having their AGMs clash with another large issuer, to address the issue of AGM clustering.
Issuers must provide shareholders with the opportunity to participate effectively in, and vote at, general meetings. This is a principle under the Code of Corporate Governance. Issuers must also use their best endeavours to avoid scheduling general meetings during peak periods. This is provided under the accompanying Practice Guidance to the Code of Corporate Governance.
In line with this, SGX RegCo, together with the Securities Investors Association (Singapore) and the Singapore Institute of Directors, have also published the second edition of the Guide on Best Practices for Shareholder Meetings of Listed Companies.
SGX RegCo hopes to address the issue of AGM clustering during peak periods and sets out its expectations as follows.
Next Steps
(a) SGX RegCo will maintain a calendar of AGMs of large issuers. Large issuers will be requested to submit their proposed date and time period of their upcoming AGMs to SGX RegCo. If a large issuer (first issuer) has already scheduled an AGM on the same date and time period, and earlier notified SGX RegCo, then the second issuer has to select another date or time period. SGX RegCo states that this scheduling exercise will be done with ample notice to issuers so that they have sufficient time to make plans, such as ensuring directors’ availability for the AGM as well as procuring meeting venues.
(b) SGX RegCo will separately reach out to identified issuers to provide more details on the arrangement. All identified issuers, in particular their board chairpersons, are expected to make early preparations for AGMs and work with SGX RegCo to avoid AGM clustering.
(c) SGX RegCo will periodically review the implementation of these arrangements. If AGM clustering of large issuers persists, SGX RegCo may implement more prescriptive requirements.
Click on the following links for more information (available on the SGX Group website at www.sgxgroup.com):
