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SGX seeks feedback on amendments to listing rules

SINGAPORE : The Singapore Exchange (SGX) is seeking public feedback on amendments to listing rules which aim at enhancing shareholder participation at general meetings.

Among the proposed amendments include making the holding of general meetings by all primary-listed companies mandatory.

This includes companies based outside of Singapore, unless they are prohibited to hold general meetings in Singapore by laws and regulations in the jurisdiction of their incorporation.

If companies are forbidden to hold general meetings in Singapore, SGX proposes that these companies demonstrate to the exchange their restrictions in doing so.

SGX said such companies should provide an alternative means, such as a video conference or a webcast, for shareholders to participate in the general meetings.

These companies should also hold shareholder meetings in Singapore at least once a year.

The second proposed amendment requires all listed companies to conduct their voting by poll, instead of by show of hands, at general meetings.

SGX said voting by poll allows higher levels of shareholder participation, as institutional and overseas investors can participate actively through their proxies.

The bourse noted that most companies are already conducting voting by poll.

SGX added that it recognises that the polling system may incur additional costs and labour for companies which have not adopted it.

These companies will be given up to 1 January 2013 if they are required to report their finances quarterly, or 1 January 2014 if they are required to report their finances half-yearly, to adopt a polling system for their general meetings.

The third proposed amendment requires all listed companies to announce the voting results for or against a resolution after their general meetings.

The poll results should include the total number of shares eligible to vote at each resolution at the general meeting; the total number of shares voted for and against each resolution and its representation as a percentage; the total number of proxy votes received; and the breakdown of the proxy votes received.

The identity of the scrutineer appointed for the vote-taking is also required to be announced.

The amendment also requires parties who have stated their voting intentions or abstentions be declared at the general meeting.

The consultation paper is available for public feedback until June 17 on the SGX website.

SGX said the amendments would enhance shareholder engagements, encourage participation at general meetings and increase disclosure of voting outcomes.

The relationship between shareholders and listed companies are essential to good corporate governance, it added.

Market watchers said these amendments might mean positive changes to shareholder participation in general meetings.

“Voting by show of hand is already obsolete in today’s day and age. If one hand represents one vote, it doesn’t recognise the actual voting rights of each shareholders,” said Associate Professor Mak Yuen Teen, co-director of the Corporate Governance and Financial Reporting Centre at the NUS Business School.

“Showing the breakdown of votes is important for shareholders, as they will know how much support there is for each resolution. The onus is on companies to make sure all the votes are counted,” he added.

Adapted from CNA ( By Jo-ann Huang)

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