How to hold AGMs online during COVID-19

This article aims to give you an idea of how to hold Annual General Meeting(s) (AGMs) online or virtually during COVID-19. All private companies, unless exempted, must hold their AGMs after the end of the companies’ Financial Year End (FYE) within a timeframe of six months.

Holding AGM in person during COVID-19 pandemic

By default, AGMs are always held in person. You can continue to do so, provided that you comply with prevailing safe distancing measures (accurate as of 10 April 2021). These measures are:

1. The number of attendees is not more than 50 persons.
2. Reducing the duration of physical meetings as much as possible.
3. Ensure at least 1 metre of physical spacing among attendees.

Thus under this new legislature, COVID-19 (TEMPORARY MEASURES) (ALTERNATIVE ARRANGEMENTS FOR MEETINGS FOR COMPANIES, VARIABLE CAPITAL COMPANIES, BUSINESS TRUSTS, UNIT TRUSTS AND DEBENTURE HOLDERS) ORDER 2020, the dispense of the need for physical presence and to hold AGMs online is possible now.

The ‘new normal’: holding AGMs online

This applies to meetings held, conducted, deferred or convened from 27 March 2020 onwards. While this applies to attending general meetings, AGMs and Extraordinary General Meetings (EGMs), meetings that are convened by court orders for schemes of arrangement is not applicable.

Convening meeting and attendance

The two options to hold AGMs online are:

1. Having the AGM completely online, meaning via teleconference or video conference.
2. Still have the AGM at a physical location with not more than 50 attendees, and simultaneously broadcast the meeting to other attendees who will attend online.

You should give access to all the online attendees to both audio and visual broadcasts of the meeting.

Notice of AGM

On this point, you can refer to our earlier article here, however, there are some additional points because of the nature of virtual AGM:

• Give clear and concise instructions to access the meeting electronically must be given, including details of the online meeting’s location.
• State the manner of the chairman’s appointment, whether by a member’s or proxy’s vote.
• State how the member can send to the chairman, substantial and relevant matters that the member wishes to raise during the meeting
• Can be accompanied by any other documents relevant to the AGM

Right or entitlement to speak on the resolution

You can ask the attendees to send to the chairman, by post or email, the matters that they want to raise at the AGM. The chairman will address these matters before or during the meeting via electronic means, such as video conference or email. Such matters should be:

• Relevant and substantial
• Sent in a reasonable timeframe before the meeting

Right or entitlement to be heard or for reading out representations

The person reading out the representations and rights during the AGM can do so through video conferencing, teleconferencing or email.

Quorum provision

A quorum can be formed if two members (shareholders) are personally or present electronically. The person is present electronically when he or she:

• Has access to both audio and visual broadcast and is listening or observing the meeting
• Verified by the company’s share registrar as attending the meeting
• Acknowledged by the chairman of the meeting as present in the meeting via electronic means (example email or video conferencing)

Provision for members to vote

Unless clearly stated in the company’s constitution that members can submit their votes online, any members who wish to vote must appoint the chairman of the meeting as their proxy and vote on their behalf. You can send a notification of this appointment through post or email to the email address stated in the notice.

The same applies to shareholders who cannot attend but wish to vote. If the shareholder appoints a proxy other than the chairman before 13 April 2020, the chairman will automatically become his or her proxy. The three conditions for this are:

• There is no change to the resolutions in the event of adjourned or postponed meetings
• the shareholder has the opportunity to withdraw the previously submitted proxy form but did not do so
• the shareholder has specifically instructed the proxy on how he or she wishes to vote.

If you are unsure of how online AGM can be done, do not hesitate to contact us.

Download the Telegram app and follow us for the latest updates: https://t.me/sgcompanyservices