Shareholder Meetings and Corporate Governance

4. Singapore case study

Abstract

This case study chapter highlights policies and good practices for general shareholder meetings in Singapore, offering insights into one of the leading financial centres in the Asia-Pacific region. Due to Singapore’s particular economic and geographical situation, following the period during the COVID-19 pandemic when most meetings were held virtually, 90% of publicly traded companies have reverted to holding their annual general shareholder meetings (AGMs) in physical format in 2024. However, some companies continue to use the hybrid format. In addition, Singapore’s stakeholders have worked together to improve the quality of engagement including at AGMs. For example, the SIAS, a retail investor representative, sends questions directly to the listed companies to improve the quality of questions at AGMs, and private associations have developed comprehensive best practice guidance to enhance market practices.

4.1. Introduction

This case study on annual general shareholder meetings (AGMs) in Singapore offers insights on the framework and practices of one of the leading financial centres in the Asia-Pacific region. In Singapore, the government, the exchange and private associations have collaborated on enhancing corporate governance practices. It is not common to encounter serious disputes at AGMs in Singapore. While shareholders and companies do not necessarily agree on all matters, the generally stable and relatively harmonious operations of AGMs may be attributed to the generally productive engagement between companies and shareholders, backed up by Singapore’s particular economic and geographical situation. That is, major global financial institutions, including institutional investors, have offices in Singapore, as a financial hub, and as a city-state with limited land area, most investors including retail investors living in Singapore are located in close proximity to the companies. Such a situation provides them with easier access and more opportunities to engage in person than in some other more geographically dispersed markets. These characteristics also influence the choice of AGM format. Though listed companies held their AGMs in virtual format during the COVID-19 pandemic, 90% of companies have returned to in-person AGMs in 2024.

The G20/OECD Principles stipulate that “[g]eneral shareholder meetings provide an important forum for a structured decision-making process and play an essential role in building trust in a long-term business strategy.” Given the role of AGMs, the lack of disputes is only a partial indicator of successful management and operations of AGMs; it is also important to assess the degree to which AGMs are operated as fora for effective engagement and strategic decision-making. In regard to this point, Singapore’s stakeholders have worked together to improve the quality of engagement including at AGMs over a considerable period. A notable example is that the Securities Investors Association Singapore (SIAS), a retail investor representative, sends detailed written questions directly to the listed companies to improve the quality of questions at AGMs, since many retail investors may lack the capability or incentives to raise critical questions themselves. Most companies provide detailed responses to such questions. Other private associations including the Singapore Institute of Directors (SID) have also developed clear and comprehensive best practice guidance to enhance market practices. Some of the practices developed by private sector-led guidance were incorporated into the regulations afterwards. Singapore has well-coordinated cycles of dialogue and consultation with key stakeholder institutions to promote corporate governance standards, including for AGM operations.

Nevertheless, Singapore’s market oversight institutions have additional ambitions. Looking at the capital market landscape, there is an argument that Singapore’s stock market has relatively low liquidity, which has an impact on valuations. To consider the issue, the Monetary Authority of Singapore (MAS) announced in August 2024 the establishment of a Review Group to strengthen equities market development (MAS, 2024[1]). The areas that the group explores include enhancement of investor confidence and participation in the market. It would be worthwhile to examine how the existing relationships between companies and shareholders can be elevated towards further value-creating co-operation using AGMs as valuable avenues of mutual understanding.

4.2. Corporate governance landscape and context

Singapore, ranked as the world’s most competitive economy among 67 countries in 2024 (IMD, 2024[2]), is recognised as a dynamic global financial hub in Asia, managing an estimated EUR 3.7 trillion1 in assets under management (AUM) as of 2023. It acts as a key gateway for global asset managers and investors to tap into the region’s growth opportunities, with 77% of AUM sourced from outside Singapore and 89% invested outside the jurisdiction (MAS, 2023[3]). Singapore serves as the Asia-Pacific headquarters for more than one-third of Fortune 500 companies (SGX, n.d.[4]).

Singapore has the largest capital market in Southeast Asia, with almost EUR 480 billion in 20222 (OECD, 2023[5]). Although Singapore’s capital market remains an important position in Asia, its growth has been uneven and declined overall during the last decade in terms of the number of listed companies and total market capitalisation. The Straits Times Index (STI), Singapore’s benchmark index which tracks the performance of the top 30 listed companies, also reflects the capital market’s mixed results (Table 4.1). The Singaporean capital market has a smaller market capitalisation than Hong Kong (China), which is also recognised as a financial hub located in Asia, with almost EUR 3 724 billion in 2022 (OECD, 2023[5]).

Table 4.1. Capital market landscape in Singapore, 2014-23

	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
Number of listed companies	775	769	757	750	741	732	696	673	651	632
Total market capitalisation (EUR billion)	663	615	653	645	602	615	509	585	561	546
Straits Times Index	3 365	2 883	2 881	3 403	3 069	3 223	2 844	3 124	3 251	3 240

Note: The numbers are as of December of each year. The USD to EUR conversion is based on the exchange rate provided by the European Central Bank at the end of December for each year (ECB, n.d.[6]). Source: MAS (2024[7]), Table III.7 SGX-ST: Price Index, Number of Listed Companies, Turnover and Capitalisation, https://eservices.mas.gov.sg/statistics/msb-xml/Report.aspx?tableSetID=III&tableID=III.7.

The Singapore Exchange Limited (SGX), the country’s sole stock exchange, has a high international representation, with about 40% of its listed companies originating from outside Singapore (SGX, n.d.[4]). In terms of the breakdown of market capitalisation, Singapore’s primary listed companies comprise 70% of total capitalisation, while foreign primary and secondary listed companies represent 12% and 13%, respectively (MAS, 2024[7]). From an angle of the industry breakdown, while industrials (28% of total number of listed companies), consumer (20%) and real estate (17%) are the three largest industries by the numbers of listed companies, financial institutions, as a major financial hub, account for a substantial 40% of the total market capitalisation, followed by real estate with 18%.

In recent years, the COVID-19 pandemic significantly affected Singapore’s capital market, with its market value dropping from around EUR 615 billion in 2019 to EUR 509 billion in 2020. At the same time, the number of listed companies fell from 732 to 696. However, the market has begun to recover, and by 2023, the capitalisation had increased to nearly EUR 546 billion. Nevertheless, the number of listed companies continued to decline, reaching 632 (MAS, 2024[7]).

Regarding Initial Public Offerings (IPOs), companies incorporated in Singapore, like other Asian companies, have significantly increased their participation in equity markets over the past decade. Singapore ranks 15th among 49 jurisdictions (in the OECD Corporate Governance Factbook 2023) in terms of the total number of IPOs. From 2013 to 2022, approximately 190 non-financial companies in Singapore began offering their shares publicly (OECD, 2023[5]). However, in recent years, there has been a decline in IPOs in Singapore from 25 companies in 2017 to 8 companies in 2023, while secondary fundraising by listed companies has remained active throughout the period of the COVID-19 pandemic (Table 4.2). To address the decrease in the IPOs, the Review Group established by the MAS has discussed measures to facilitate IPOs as a part of the initiative to vitalise Singapore’s equity market.

Table 4.2. Primary and secondary fund raising in Singapore, 2016-23

	2016	2017	2018	2019	2020	2021	2022	2023
Number of IPO	19	25	18	14	12	13	15	8
Funds raised from IPO (EUR billion)	1.6	2.9	1.3	2	0.8	1.1	0.3	0.02
Number of secondary fundraising	97	95	96	87	74	87	59	39
Secondary funds raised by listed companies (EUR billion)	3.8	5.6	3.9	4.8	9.4	9.7	2.5	2.8

Source: SGX. The USD to EUR conversion is based on the exchange rate provided by the European Central Bank at the end of December for each year.

The market participants interviewed for this chapter are of the view that the country’s capital market is relatively undervalued in comparison to certain other markets such as Hong Kong (China). Although there are several factors, some participants cited corporate culture as an important influence. They suggested that Singaporean companies have been relatively modest in their public appeals, which may hinder their ability to attract foreign investors and contribute to a lack of liquidity in the capital market. They also mentioned the structural advantages of the other markets including the presence of large peer groups for evaluation.

Similar to other Asian jurisdictions, Singapore has a highly concentrated ownership structure compared to the 49 jurisdictions covered by the Factbook. In 2022, about 45% of listed companies in Singapore had their largest shareholder owning more than half of the shares, whereas the median across all jurisdictions is around 30%. Additionally, 71% of Singaporean companies had their three largest shareholders owning more than half of the combined shares, compared to a median of 45% in other jurisdictions (OECD, 2023[5]). At a company level, on average, the three largest shareholders in SGX-listed companies hold 60% of the company’s equity capital, while the median value across Factbook jurisdictions is nearly 55%. Furthermore, the top 20 shareholders in Singapore own an average of 68% of the equity in listed companies, which is almost the same level as the Factbook’s median value of around 65% (OECD, 2023[5]).

Singapore has an investor base that diverges from global trends in the distribution of shareholdings among different types of investors. At a global level, institutional investors held 44% of global market capitalisation, making them the dominant investors in 2022. In contrast, private corporations were the largest shareholders in Singapore, owning 20% of the market capitalisation. The public sector and institutional investors each owned 15% of the total market capitalisation. Large institutional investors recognise Singapore as a major financial hub in Asia and maintain offices in the country. The remaining shareholdings in Singapore were held by strategic investors (11%) and other free float (36%) (OECD, 2023[5]). The relatively lower percentage of institutional investors’ ownership and the higher percentage of free float may structurally make it more challenging to achieve effective engagement from investors in the market. As part of the public sector, Temasek, owned by the Singapore government, has a net portfolio value of EUR 269 billion and invested more than half of assets in Singapore, including the largest companies in the country. It is not state-directed and reportedly does not direct the business decisions of the companies. However, it constructively engages with companies to enhance shareholder value and advocate good governance (Temasek, 2024[8]).

In terms of corporate leadership, Singapore’s law permits only a one-tier board structure. While the separation of the chair and CEO roles is not mandatory, the regulator encourages such a separation through an incentive mechanism, requiring a majority of independent directors if the chair is not independent (OECD, 2023[5]). Boards in Singapore must consist of a minimum of three directors, with a maximum term of three years before directors must submit themselves for re-nomination and re-appointment. Singaporean law also mandates the establishment of board committees for audit, nomination and remuneration. The SGX requires that independent directors should comprise at least one-third of the company’s board. It also introduced in 2023 a mandatory nine-year tenure limit for directors to be classified as independent.

Two public regulators, the Accounting and Corporate Regulatory Authority (ACRA) and the MAS, as well as the SGX, are mainly responsible for the regulatory framework of corporate governance in Singapore. The two regulators are self-funded regulatory bodies, with statutory fees paid by regulated entities contributing to their income. Although these public regulators take legal actions within their mandates, corporate governance is also governed and enforced privately, under civil rules (OECD, 2023[5]).

ACRA is the regulator for business registration, financial reporting, as well as public accountants and provides the legal framework for fiduciary duties of the directors and legal provisions for meetings and proceedings of a company. It is responsible for enforcement of the Companies Act 1967 (Companies Act) including the statutory obligations on AGM.

The MAS is the integrated financial regulator. It is responsible for well-functioning financial markets, sound conduct and investor education, and administers the Securities and Futures Act 2001 (Securities and Futures Act), which provides the legal framework for securities and futures markets and trading. The MAS has oversight of all financial institutions including capital market intermediaries and a stock exchange and takes enforcement actions on market misconduct.

The SGX, a self-listed joint-stock company, sets the Mainboard Rules and the Catalist Rules (Listing Rules), which contain detailed prescriptions about information provisions and operation of AGMs. It also offers SGXNet, which is a web-based platform to enable listed companies to upload announcements for their shareholders. The Singapore Exchange Regulation (SGX RegCo), a wholly-owned subsidiary of SGX, supervises the compliance of listed companies with the Listing Rules. The SGX RegCo Board ensures that SGX RegCo performs its duties independently of the business functions of SGX and its regulated subsidiaries. The SGX RegCo Board is also responsible for the arrangements and processes for managing any conflicts between regulatory duties and commercial objectives within SGX. The majority of the SGX RegCo Board, including the chair, are comprised of directors independent from the SGX Group. Additionally, the entire Board will be independent of any corporations listed on SGX and member firms of the SGX Group.

4.3. Main elements of the legal and regulatory framework

The regulatory rules governing AGMs of listed companies are provided in the Companies Act administered by ACRA, the SGX’s Listing Rules, and Practice Notes 7.5 General Meetings of Listing Rules (Practice Notes). Practice Notes are not Listing Rules themselves, but guidelines to explain the application and interpretation of the Listing Rules, and listed companies are expected to follow the provisions in the Notes. Based on the current regulatory framework, the companies listed on SGX are allowed to hold in-person or hybrid AGMs only. Fully virtual meetings had been temporarily permitted under COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings) Orders (Meeting Orders) enacted in 2020 to minimise physical interactions and transmission risks amid the COVID-19 pandemic until June 2023. To replace the revoked Meeting Orders, the Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Act 2023 came into force on 1 July 2023 and permanently provides companies with the option to conduct virtual or hybrid AGMs, while the SGX amended the Practice Notes to clarify that listed companies are required to hold their AGMs in either in-person or hybrid format, effective from the same time, 1 July 2023. The amendment to the Practice Note was made based on the stakeholders’ feedback that fully virtual meetings are inaccessible for non-technologically savvy shareholders and most shareholders prefer physical meetings over virtual meetings, as they offer more meaningful and engaging interactions. The fact that most large foreign institutional investors have offices in Singapore and that many other shareholders are local, making it relatively easy to attend meetings in Singapore in person, has apparently had an important influence on this preference.

The regulatory framework is complemented by the Code of Corporate Governance (Code), which is also an important reference for AGM operations, allowing for flexibility and addressing specificities of individual companies (MAS, 2023[9]). The Code was first published in 2001 and most recently updated in 2023. The Code has a two-tier structure: the Principles and the Provisions. While the Principles are over-arching non-disputable statements and it is mandatory for listed companies to comply with and observe these Principles, the Provisions offer actionable steps, and companies are expected to comply with the Provisions. However, variations from the Provisions are acceptable to the extent that companies explicitly state and explain how their practices are consistent with the aim and philosophy of the Principles. Listed companies are required to describe their corporate governance practices with reference to both the Principles and the Provisions and how the company’s practices conform to the Principles (Listing Rules 710).3 Principles 11 and 12 of the Code are dedicated to shareholders’ rights and engagement, which cover issues including the equitable treatment of shareholders, operation and transparency of the AGM, and investor relations policy. The underlying Provisions offer specific recommendations on the management of the AGM. For example, Provision 11.1 states “[t]he company provides shareholders with the opportunity to participate effectively in and vote at general meetings of shareholders and informs them of the rules governing general meetings of shareholders.”

Companies’ disclosures related to the Provisions of the Code are reviewed on a statistical no-name basis to assess whether disclosure exists along with its quality, and the SGX published the SGX Corporate Governance Code Disclosure Survey Report (Code Survey Report) (SGX, 2022[10]). The objective of the survey is to identify the extent to which corporate governance disclosures are present and of good quality. The report offers observations on each Provision. For example, 21% of companies received the rating of Poor/Fair disclosure, while 78% received Good for the abovementioned Provision 11.1 on shareholder engagement and voting. The current disclosures may not be perfect, as the report shows, but the report also provides possible areas of improvement with specific instructions to support future improvement.

As a complementary document to the Code, the Practice Guidance, which does not adopt a “comply or explain” approach, was developed by the Corporate Governance Advisory Committee (CGAC),4 established by MAS in 2019 as a permanent, private sector-led body (CGAC, 2023[11]). The Practice Guidance offers detailed recommendations on the AGM’s operation. For example, the Practice Guidance encourages directors of companies to make a presentation to update their performance at the AGMs and take the opportunity to interact with shareholders before and/or after the AGMs. Though the CGAC does not have formal regulatory power, it has been continuously engaged in identifying risks to the quality of corporate governance and revising the Practice Guidance and recommending updates to the Code. For its recent activities, the CGAC focused on reviewing the practices relating to remuneration disclosure and shareholder rights and engagement, including companies’ dividend and investor relations policy, leading to updated Practice Guidance in 2023 (CGAC, 2024[12]).

4.3.1. Voluntary guidance issued by the private associations

Private associations in Singapore are vigorous in developing voluntary guidelines for better corporate governance and engagement. The SIAS, a group advocating the rights of retail shareholders, the SID, an association of directors and persons interested in directorship, and the SGX RegCo developed the Guide on Best Practices for Shareholder Meetings of Listed Companies (Best Practice Guide), which was first published in 2019 and updated in 2024 (SIAS, SID and SGX RegCo, 2024[13]). It sets out detailed and comprehensive expectations for shareholders and companies as well as the chair regarding AGMs. As the regulatory framework does not necessarily prescribe in detail how the AGM should be operated and leaves it to the discretion of companies and shareholders, the Best Practice Guide offers rules of etiquette, covering areas of how they should prepare for AGMs, how shareholders should present questions, and how the chair can facilitate the meeting effectively and fairly.

The Singapore Stewardship Principles for Responsible Investors (Stewardship Principles) were developed to provide guidance to investors to foster good stewardship in discharging their responsibilities and creating sustainable long-term value (SSPSC, 2022[14]). It was published in 2016 and updated in 2022 under the responsibility of the Singapore Stewardship Principles Steering Committee (SSPSC) which consists of various stakeholders and shareholders such as the Stewardship Asia Centre, a non-profit organisation and beneficiary of Temasek Trust, the Investment Management Association of Singapore (IMAS), an association of institutional investors in Singapore, the SIAS, and the SID, supported by the MAS and the SGX. As of August 2023, 75 entities, including major asset management companies, have signed up to the Stewardship Principles. It does not adopt the “comply or explain” approach, but signatories are encouraged to submit relevant information on their outcomes and activities in relation to the principles.

It is also notable that the private associations have collaborated on developing guidelines in a timely manner. The SGX RegCo, the SID, and the Chartered Secretaries Institute of Singapore (CSIS) issued the Standard for Vendors of Virtual/Hybrid General Meeting Systems (Standard for Virtual/Hybrid Systems) in 2022 in response to changes in the AGM format triggered by the COVID-19 pandemic (SGX RegCo, SID, and CSIS, 2022[15]). The Standard for Virtual/Hybrid Systems contains recommendations for the baseline functional capabilities, including design, implementation, provision, and maintenance of systems that enable the holding of virtual and hybrid AGMs. Vendors of such systems are expected to voluntarily conform to the requirements and may be contractually bound to conform by their customers. The Standard for Virtual/Hybrid Systems helps to promote greater assurance of the level of service that companies can expect from their service providers.

It is natural that revising mandatory regulations takes time because the regulators need to gather evidence for accountability and have sufficient dialogue with the stakeholders. In the fast-evolving environment, Singapore seems to try to address emerging issues effectively using voluntary guidelines which encourage best practices in the market. In addition, the market participants interviewed considered it a positive trend that the widespread good practices promoted by these voluntary guidelines are sometimes later incorporated into the regulations.

4.3.2. Private initiatives for fostering corporate governance

Even if the regulatory framework and the guidelines carefully set ground rules and expectations, it is also necessary to devote attention to additional practical and tailored mechanisms to support the development of an ecosystem that further fosters good practices. Singaporean stakeholders have worked on the following initiatives.

First, the high percentage of free float, including the ownership held by retail investors in the Singapore market, may create a risk of a lack of informed and engaged shareholder representatives. However, the activities of the SIAS help to address the issue. The SIAS is a national investor group with almost 12 000 retail investors as members. Whilst it promotes investor education and provides a communications programme between investors and companies, the most distinctive activity in the context of AGMs is to directly provide questions for listed companies for consideration by the AGM with three categories: governance, financial performance and business strategy (SIAS, n.d.[16]). The SIAS sends detailed questions in writing to around 250 listed companies per year before their AGMs with the aim to increase the quality of AGMs. The target companies rotate every year. Although SIAS as an institution does not own shares of the companies, they serve as an agreed representative of retail shareholders who do, resulting in 72% of companies answering the SIAS’s questions, while 28% of companies, which are mostly small and mid-cap companies, do not answer the questions. In addition, where the SIAS has a view that the bid price is less than a fair market value, the SIAS may raise questions on the price on behalf of minority shareholders.

Since retail investors, in addition to their diverse nature, do not necessarily have enough resources, capability or incentives to engage at an individual level, it is important for regulators to ensure the practical functioning and exercise of retail investors’ rights, including proper dialogue between investors and companies. Although voluntary consumer protection groups are found in many countries, it is not easy to form a highly recognised association representing retail investors. Though the SIAS’s foundation was triggered by a need to protect Singaporean investor rights during the Asian financial crisis in the late 1990s, it is an important achievement that the SIAS has continuously worked since then for retail investor protection, representing a substantial membership. The SIAS’s large number of questions adjusted to each company requires considerable resources. The SIAS, as a charity organisation, operates with the help of the volunteer professionals. Its main funding sources are membership fees, seminars, sponsorships, donations (SIAS, 2024[17]) with government support of tax-exempted incentives for donations and grants received through Financial Sector Development Fund (FSDF), an industry fund aimed at developing Singapore’s financial services sector.

Secondly, many retail investors and the media may lack knowledge of what constitutes good corporate governance and therefore may fail to pressure companies to follow good practices because governance is more difficult to quantify and it may be difficult to compare companies, in contrast to their financial statements. To tackle the issue, some initiatives visualise each company’s governance status and provide companies with a clear incentive for better governance through competition. The ASEAN Corporate Governance Scorecard, established by the ASEAN Capital Market Forum (ACMF), enhances the international visibility of well-governed ASEAN companies by assessing their corporate governance performance (ACMF, 2023[18]). As another example, the Singapore Governance and Transparency Index (SGTI), created by the CPA Australia, the NUS Business School’s Centre for Governance and Sustainability (CGS) and the SID, is an index for assessing the corporate governance practices of listed companies in Singapore (CGS, 2024[19]). Academics interviewed stated that these initiatives have attracted broad attention from companies and stakeholders including media, and that they motivate companies to improve their governance standards. Though some companies still focus on a “checking the right boxes” approach, the academics were of a view that it remains essential to encourage companies to go beyond the formality so that the initiatives really add value to companies.

Finally, professional development of directors is an important part of the Singaporean ecosystem supporting good corporate governance. The SID provides training programmes for directors at various stages so that directors can acquire knowledge and build competencies (SID, n.d.[20]). The SID has launched a voluntary accreditation framework for board directors to enable members to communicate their competencies. These constant activities can be expected to lead to more meaningful AGMs and better corporate governance.

4.3.3. AGM practice

Whilst the Singapore corporate governance framework leaves options of AGM format (i.e. in-person or hybrid AGM) to companies, the suitable format is different from company to company and depends on several factors, including the shareholders’ needs, the accompanying cost and logistical issues. Companies are expected to make a decision on the AGM format considering relative costs and benefits in consultation with their shareholders. As a general trend, though listed companies held their AGMs in fully virtual form during COVID-19 pandemic because of the government-imposed restrictions on physical gatherings, a substantial majority of companies have gone back to the in-person format in 2024. The market participants interviewed expressed a preference for in-person meetings based on the shareholder base and Singapore’s geography, while some companies maintain the choice of on-line participation to maximise the flexibility and participation of shareholders. Specifically, up to 10% of listed companies used the hybrid format in 2023 and that percentage is expected to drop further in 2024. Out of STI index constituents with primary listing on SGX (27 companies), 21 companies returned to in-person AGMs, while 6 company AGMs conducted in hybrid format in 2024.

The major topics discussed at AGMs in Singapore are business plans, strategies and dividends. Though they include sustainability issues, it is not common that shareholders raise strong climate-related proposals as more commonly seen by environmental activists in some other countries. Some market participants interviewed mentioned that as institutional investors regularly have communication with the companies outside the AGMs and cast votes by proxy before the AGMs, AGMs generally tend to be positioned as fora to have dialogue with retail investors, who hold a small number of shares per person.5 As a result, based on the voting rights, a vast majority of votes were generally cast before AGMs (as is also the common practice elsewhere). Overall, according to the interviews, the retail and institutional investors including foreign ones generally are satisfied with the current framework and operations of AGMs, including the choice of the AGM format, as companies provide the necessary information and investors have the opportunity for their voices to be heard.

4.4. Before a general shareholder meeting: Scheduling a meeting, eligibility to vote and information received for voting

The regulatory framework sets out certain requirements for the scheduling of AGMs, setting their location and eligibility to vote, which are intended to facilitate shareholders’ access to the meetings and to ensure their effective participation. Listed companies are required to hold the AGM within four months after the financial year end (Section 175 Companies Act). According to the market participants interviewed, the busiest AGM season is the last two weeks of April, since a majority of companies set out their financial year at the end of December, and late April is close to the legal deadline for them to hold AGMs. Though the institutional investors interviewed mentioned that there have been no serious problems with overlapping AGMs at this stage because, at least among the largest institutional investors, they have sufficient staff to divide the work, the cluster of AGMs may constrain at least some shareholders’ ability to participate in AGMs. To address the issue, in March 2024, the SGX RegCo issued the Regulator’s Column requesting that large listed companies such as STI index constituents submit their proposed date and time of their upcoming AGM to the SGX RegCo, and indicated that the SGX RegCo would coordinate to avoid overlap of their AGMs (SGX RegCo, 2024[21]). Regarding the venue of the AGM, companies primarily listed on SGX should set a physical location within Singapore in either case of in-person or hybrid AGMs (Practice Notes 2.1). One company interviewed remarked that for an AGM taking place in April, a company needs to secure a conference room at least a half year before the AGM in case the company does not have a meeting room large enough to accommodate shareholders in its offices. Another company interviewed remarked that it holds its AGM in March to avoid the problem of concentrated dates. It is considered as a good practice, though the company needs to prepare the necessary documents in a shorter period.

For eligibility to vote, a member, who holds the share(s) of a company and is named as a depositor in a Depository Register 72 hours before the general meeting, has a right to attend the general meeting and to vote on resolutions (Section 180 Companies Act and Section 81SJ Securities and Futures Act).6 There is no prohibition to sell shares after this period and the person registered to vote remains able to do so even after selling the relevant shares. For the remote participation, the service provider mentioned that shareholders are required to preregister with their identification. The provider then verifies the shareholders with the data of the Central Depository (CDP) of SGX by the day before the AGM in practice.

Shareholders have the right to receive enough information to make informed decisions on the resolutions in the regulatory framework. Specifically, listed companies are required to send the AGM notice containing the following information to all shareholders (Listing Rules 704 and Practice Notes 3.3):

• Date, time and physical place. If a meeting is held using virtual meeting technology, the arrangements to participate in the meeting.

• Resolutions to be proposed.

• Instructions to shareholders on how they may access any documents relating to AGMs, submit their questions ahead of meeting and cast their votes. If a meeting is held using virtual meeting technology, how real-time remote electronic voting and real-time electronic communication will be conducted.

Listed companies are also required to prepare audited financial statements and annual report, and send them to all shareholders (Sections 201 and 203 Companies Act and Listing Rules 707). An annual report must contain the following information for a proper understanding of the performance and financial conditions:

• A review of the operating and financial performance of the company including material development, analysis of the business outlook, and risk management policy (Listing Rules 1207).

• Audited related information including aggregate amount of fees paid to auditors (Listing Rules 1207).

• Particulars of material contracts of the company and its subsidiaries (Listing Rules 1207).

• All directors’ names, roles and remuneration paid to each individual director and the chief executive officer (Listing Rules 1207).

• The company’s board diversity policy, including targets, plans with timelines, progress, and combination of skills of its directors contributing to the realisation of its plans (Listing Rules 710A).

• When a candidate is proposed to be appointed to the board at a general meeting, the company should provide the information relating to the candidate including professional qualifications, conflicts of interest, and other principal commitments7 (Listing Rules 720 and Appendix 7.4.1).

In addition to these materials, companies are required to issue a sustainability report no later than four months after the end of the financial year8 (Listing Rules 711A), though there is no requirement to issue it before the AGM. As Singapore’s companies disclose information in English, which is one of the four official languages and considered to be the language of business in Singapore, there is little information gap between domestic and foreign investors stemming from language barriers.

4.4.1. The notice period for AGMs and extraordinary general meetings

The legal notice period is set at 14 days for ordinary resolutions and 21 days for special resolutions (e.g. changing any provision in company’s constitution, changing its name and reducing its share capital) for both AGMs and extraordinary shareholder meetings (Section 203 Companies Act). For the AGMs, the audited financial statements and annual reports also need to be sent to all the shareholders at the same timeline as the AGM notice for ordinary resolutions, i.e. no less than 14 days before AGMs. In the OECD, G20 and Financial Stability Board member jurisdictions, a majority of jurisdictions established a minimum notice period ranging between 15 and 21 days, while 10% of jurisdictions, including Singapore, have a shorter period (OECD, 2023[5]).

In practice, companies provide a longer notice period to send and publish the AGM notice than the legal minimum requirement. A survey, which covers companies with a primary listing on the SGX, shows that the average notice period increased from 17.6 days in 2017 to 21.2 days in 2020 (Teen, 2021[22]). In 2024, for the 27 primary listed STI constituent companies, the average notice period was 24 days, ranging from 16 to 31 days, and the AGMs only comprised ordinary resolutions. The Best Practice Guide, which does not adopt a “comply or explain” approach,9 states “[a]s a matter of best practice and to ensure fairness to its shareholders, the company is strongly encouraged to provide notice beyond the notice period prescribed by law, for example a notice period of at least 21 days for all resolutions.”

As the G20/OECD Principles provide that “Shareholders should be furnished with sufficient and timely information concerning the date, format, location and agenda of general meetings” (sub-Principle II.C.1.), shareholders should be provided with sufficient time to react and to make informed decisions on the resolutions. Though practically companies often provide longer notice periods than the legal minimum requirement, there is dispersion in notice period from company to company. Under the circumstance, some investors have expressed a desire to extend the current legal 14-day notice period. This is the opposite situation to the Netherlands, where companies argue that a legal 42-day notice period especially for extraordinary shareholder meetings is a rather long period when prompt action is required. In either case, the balance between investor protection and flexibility of companies needs to be considered when assessing the notice period, which sometimes requires prompt decisions.

4.4.2. The right to add items to the agenda

The ability for shareholders to request the convening of an extraordinary meeting and to place items on the agenda of the AGMs affects the degree of minority shareholders’ participation in companies’ decisions. To convene an extraordinary shareholder meeting, shareholders representing 10% of shares can request it. To add items on the agenda, shareholders representing 5% of shares or 100 shareholders with an average paid-up capital of SGD 500 (EUR 346) can request the addition of an agenda item six weeks in advance of the AGM. Shareholders do not have a right to propose a resolution during the AGM. Shareholders’ requisitions requiring notice of resolutions need to be raised not less than six weeks before the AGM (Section 183 Companies Act). According to the market participants interviewed, it is rare for shareholders to need to exercise their rights to request convening a general meeting or place items on AGM agendas.

4.5. During a shareholder meeting: Differences among in-person and remote general shareholder meetings

Singapore’s regulatory framework in principle ensures the same rights between the participants attending in-person and remotely. Specifically, the Companies Act prescribes that a reference in the Act to a vote at a meeting includes a vote by electronic means (Section 173J Companies Act) and the Listing Rules set out that shareholders have the right to participate fully in AGMs, including the right to attend, ask questions, communicate their views, and to appoint proxies or to vote, regardless of the format (Practice Notes 2.3). Moreover, to assure the right of remote participants, where a hybrid meeting is conducted, companies must provide for real-time remote electronic communication and voting for the shareholders by electronic means (Practice Notes 2.8). There is no regulation that requires a provision in the company’s articles of association to hold remote meetings.

Though the decision on the format of the AGM is made by the companies, companies are required to give regard to the size and needs of their shareholder base and how best to facilitate shareholder engagement (Practice Notes 2.3). The slight difference is that, in remote participation, a chat function which allows shareholders to type and submit their questions is also categorised as real-time communication (Best Practice Guide 3.20). The Best Practice Guide states that the company should dedicate adequate resources with the necessary technical knowledge and capacity to provide technical support during the meeting (Best Practice Guide 3.21). Companies that hold hybrid AGMs basically make contracts with a remote meeting service vendor in reference to the Standard for Virtual/Hybrid Systems to obtain support for the operation of its AGMs. A company interviewed remarked that the number of dedicated staff for the AGM does not change depending on the formats of the AGM. In addition, according to the market participants interviewed, the number of remote participants is limited and usually smaller than in-person participants in Singapore if hybrid AGMs take place.

4.5.1. Chairing a general shareholder meeting: Handling questions and resolutions

Though there is diversity in preference in the forms of asking questions from country to country, Singapore’s framework highlights the importance of written questions, especially providing opportunities for written questions in advance of the AGM as required by the SGX rules. The Practice Notes offer a specific timeline for the written questions and answers before the AGM. Specifically, they stipulate “as a general principle, shareholders must be given the opportunity to ask written questions within a reasonable time prior to general meetings” and “as a guideline, after the publication of the notice of general meeting, shareholders should be allowed at least 7 calendar days to submit their written questions” (Practice Notes 4.1 and 4.2). Then, the companies are encouraged to respond to queries at least 48 hours prior to the cut-off date,10 i.e. the response is expected at least 120 hours before the AGM, to facilitate shareholders’ votes (Practice Notes 4.4). Although the framework stresses the importance of written questions before AGM, it does not mean precluding questions during the AGM. In practice, both written questions and real-time questions are observed, although most real-time questions are raised in person, while those submitted live via the remote chat function are said to be relatively rare. Stakeholders including investor representatives suggested that they were satisfied with written questions providing a transparent means to ask more detailed and specific questions than could be raised orally, which in turn often resulted in more detailed and substantive answers posted on-line.

Though the laws do not provide for a specific framework for chairing AGMs, the Practice Notes, the Code, the Practice Guidance and the Best Practice Guide provide detailed and comprehensive recommendations for proper conduct of business at the AGM. When companies set up the AGM, the Code provides that “[a]ll directors attend general meetings of shareholders, and the external auditors are also present to address shareholders’ queries about the conduct of audit and the preparation and content of the auditors’ report. Directors’ attendance at such meetings held during the financial year is disclosed in the company’s annual report” (Code Provision 11.3).

At the beginning of the AGM, companies first need to make sure the quorum is present. The quorum can be set out in the constitution, but otherwise the legal minimum requirement is for two members to be present (Section 179 Companies Act). Then, companies are first encouraged to make a presentation to shareholders to update them on the company’s performance and prospects (Practice Guidance 11), followed by tabling resolutions. In the process, the Code recommends that the company tables separate resolutions on each substantially separate issue unless the issues are interdependent and linked so as to form one significant proposal. It also states that where the resolutions are “bundled”, the company explains the reasons and material implications in the notice of meeting (Code Provision 11.2). On this point, the Code Survey Report shows that 41% of companies received the rating of Poor/Fair disclosure, while 58% were categorised as Good (SGX, 2022[10]).

After the resolution has been proposed, the chair is expected to ask whether there are any questions and comments. The Practice Notes require that the board or management respond to all substantial and relevant comments or queries (Practice Notes 4.4). The Best Practice Guide stresses the shareholders’ right to speak, setting out “no person should unreasonably be denied an opportunity to be heard by the Chair” (Best Practice Guide 6.2). It also notes that, as a good practice, shareholders are expected to direct all questions and comments to the chair first, not directly to any other board member. If a specific question or comment is to be directed to a member of the board other than the chair, then the chair should designate the appropriate participants to answer them (Best Practice Guide 5.9). After shareholders have had sufficient opportunity to clarify or comment on the proposed resolution, the chair then calls for a vote. While the proposer should vote in favour of the resolution, the seconder is not similarly obliged (Best Practice Guide 5.15 and 5.16). On the shareholders’ side, they are expected to make comments that follow the order in which resolutions are being discussed (Best Practice Guide 5.9).

4.5.2. Voting framework in Singapore

As the Code recommends that a company’s Constitution allows for absentia voting at AGMs (Code Provision 11.4), shareholders can choose to vote at the meeting venue, by proxy or by real-time electric voting if it is a hybrid meeting. In the regulatory framework, a member entitled to attend and vote at a meeting of the company is entitled to appoint a proxy to attend and vote instead of the member. A proxy appointed to attend and vote instead of a member also has the same right as the member (Section 181 Companies Act). The Companies Act provides a 72-hour cut-off timeline for filing of proxy forms (Section 178 Companies Act). Proxy forms must be designed in a manner that will allow a shareholder appointing a proxy to indicate how the shareholder would like the proxy to vote in relation to each resolution (Listing Rules 737).

All resolutions at AGMs have been required to be voted by poll (Listing Rules 730A). Concerning electronic voting, a person present by virtual meeting technology and voting by electronic means has the same right as a person physically attending (Section 173J Companies Act). The Practice Notes specify that the virtual meeting technology should have processes to verify the identities of shareholders, provide real-time remote electronic communication and voting,11 and be at no cost to shareholders (Practice Notes 2.8).

4.5.3. Managing technological and digital security risks

While the legal framework does not include specific provisions that require companies to ensure proper management of digital security risks arising from hybrid shareholder meetings, the Best Practice Guide and the Standard for Virtual/Hybrid Systems offer detailed expectations. The Best Practice Guide recommends that the functionalities of the selected virtual meeting technology are adequate. In particular, it should contain robust processes to verify the identity of persons attending and voting at the meeting to maintain the integrity of the meeting, including requiring shareholders to pre-register for the meeting, and providing verified persons with unique user credentials to access the meeting. It should also dedicate adequate manpower resources with the necessary technical knowledge and capacity to provide technical support during the meeting (Best Practices Guide 3.20 and 3.21). The Standard for Virtual/Hybrid Systems provides more technical recommendations for service providers. For example, it recommends that the service providers should undertake comprehensive testing of the stability and availability of the systems and the expected availability of the voting and Q&A modules should exceed 99.95%. The service providers are also recommended that they make provisions for backup systems, which is utilised in the event of a failure and the expected recovery time from a failure should not exceed 20 minutes (Standard for Virtual/Hybrid Systems 4.1, 4.2, and 4.4).

In case technological failure occurs, shareholders can apply to the Singapore Court to invalidate the remote shareholder meeting. The Singapore Court may declare the meeting invalid if it finds that a technological disruption, malfunction or outage has caused or may cause substantial injustice that cannot be remedied by any order of Court (Section 392 Companies Act). Market participants interviewed for this chapter did not report any incidents of technological failures disrupting or preventing the operations of an AGM in Singapore.

4.6. Ensuring proper and accurate vote counting

The SGX rules include provisions to ensure proper vote counting. Though the vote at the AGM was often conducted by show of hands in practice before 2014, the amendments to the Listing Rules in 2015 require all resolutions at AGMs to be voted by poll and the relevant details on voting outcomes to be disclosed (Listing Rules 730A).

At the same time, the Listing Rules have required that at least one independent scrutineer should be appointed for each general meeting so as to ensure that satisfactory procedures of the voting process are in place before the general meeting. The scrutineer also directs and supervises the count of the votes cast through proxy as well as in person. Where the appointed scrutineer is interested in the resolution to be passed at the general meeting, it should refrain from acting as the scrutineer for such resolution (Listing Rules 730A).

Where real-time remote electronic voting is available in an AGM, the companies must implement the necessary safeguards to validate votes by accurately counting all votes and providing an audit trail of records on the operation of the electronic voting system and verifying the vote cast by shareholders entitled to vote (Practice Notes 5.2). The companies interviewed reported that participants who physically attended AGMs also used electronic devices for voting in practice so that the companies could tally the votes quickly and accurately.

4.7. After a general shareholder meeting: Transparency and engagement

Singapore’s framework sets out the provisions for transparency of the AGM. The Listing Rules require that immediately after the AGM and before the commencement of the pre-opening session on the next market day, the companies should disclose the result, the total number of shares entitling the shareholders to vote on each resolution, the breakdown, i.e. the number of votes for and against each resolution at the AGM, details of parties who are required to abstain from voting on any resolution, and the name of the appointed scrutineer (Listing Rules 704).

Afterwards, companies must publish minutes within one month of the AGM on SGXNet and, if available, the company’s website (Practice Notes 6). The Code seems to encourage the companies to publish them earlier, recommending “as soon as practicable” (Code Provision 11.5). The minutes need to record substantial and relevant comments or queries from shareholders relating to the agenda of the general meeting, and responses from the Board or management (Practice Notes 6 and Code Provision 11.5). On this point, the Code Survey Report shows that 38% of companies received the rating of Poor/Fair disclosure, while 60% received Good with 1% of no disclosure and outstanding respectively (SGX, 2022[10]).

The companies interviewed reported that they put efforts into investor relations and information disclosure. For example, one company makes available its video recording of AGMs a few hours after the AGM. Then, the company holds a media briefing in physical form and Q&A sessions with analysts in virtual form.

4.8. Enforcement of general shareholder meetings framework

As the administrators of relevant regulations are different, there are some bodies vested with specific enforcement powers. ACRA, the MAS and the SGX RegCo are mainly responsible for the enforcement of regulatory rules related to corporate governance. ACRA investigates potential breaches of the Companies Act and, if needed, takes enforcement actions. For example, ACRA may offer composition (in lieu of prosecution) to companies that breach statutory obligations of AGM.12 ACRA may prosecute these companies or their directors in court if the offers of composition are not accepted, or if the public interest warrants prosecution. In addition to these enforcement actions that ACRA may take, shareholders can also initiate civil actions and lawsuits against these companies and the directors.

The MAS and the Commercial Affairs Department (CAD), a principal commercial and financial crime investigation agency, jointly investigate market misconduct offences by consolidating their resources, expertise and capabilities. Through the investigation, if the evidence is sufficient, the MAS may take enforcement actions, including referring cases for criminal prosecution, civil penalty actions, prohibition orders, composition and warnings.

The SGX RegCo supervises the compliance of listed companies with the Listing Rules and investigates potential breaches. As a result of the investigations, if the SGX RegCo has established a breach of the Listing Rules, it may take enforcement actions, including issuing a letter of warning and making an offer of composition.

When there are disputes between companies and shareholders, the Courts are the default forum for disputes as these are considered matters of civil private right. In addition to the formal process, the SIAS may act as an informal mediator by organising dialogues between companies and shareholders. At this stage, the market participants interviewed did not report a necessity to file lawsuits in relation to the conduct of AGMs, as overall AGM operations are well managed and shareholder rights are respected in practice.

4.9. Key findings

Singapore’s corporate governance framework for AGMs is coherent and overall aligned with the relevant G20/OECD Principles recommendations. The laws set out the key elements and the major specific requirements for AGM are prescribed by the Listing Rules. Though the framework consists of the rules administered by the different responsible bodies, the division of their roles is clearly articulated. The framework makes sure the shareholders’ rights are protected throughout the AGM processes, including preparation for the AGM and information disclosure after the AGM. It also generally requires the equal treatment of shareholders regardless of the use of proxy and the forms of participation. Moreover, there is a continuous review mechanism, including the CGAC and the SGX Survey Report, which provides a timely framework for taking account of new developments, such as recent changes to strengthen term length requirements for independent directors and to update disclosure requirements. The enforcement responsibilities of the relevant bodies support the companies’ compliance of the regulatory requirements. Though in principle retail investors can obtain remedies under the civil law, the relevant organisations play the most active roles in promoting investor protection.

In addition to the regulatory requirements, there are several guidelines issued by both public agencies and private organisations. As a result, Singapore has multiple layers of regulation and guidance promoting best practices for the AGM’s management and operations issued by a mix of public and private bodies. Nevertheless, it remains clear what elements are set out as requirements versus those that are more flexible. Market practices led by these guidelines sometimes shape de facto structures of AGMs in Singapore. When such best practices become widespread, they may be incorporated into the regulations afterwards, which produces harmonised improvement cycles. The current Singaporean ecosystem’s mix of hard law and soft law seems to have elicited satisfaction among the market participants interviewed. One investor commented that consultation processes did not always result in them getting what they wanted, but that companies also do not get their full wish lists and that outcomes are generally considered fair compromises.

Singapore’s economic, geographical and cultural characteristics have an impact on AGM operations. In Singapore, as a major financial hub, various stakeholders gather within a certain area and it is relatively easy to become familiar with each other, which contributes to the generally positive atmosphere and conduct of AGMs. In virtue of easy accessibility, many market participants in the country prefer in-person meetings to remote ones and, as a result, the SGX revised the Practice Notes, which requires a physical location in Singapore for AGM. Since then, there has been a rapid move back to in-person AGMs with no more than 10% of listed companies conducting AGMs in hybrid format in 2024. This trend is not surprising in light of current stakeholders’ views.

In comparison to the other peer review case study countries, Singapore is characterised by the highest proportion of in-person AGMs. While this approach appears to be responsive to the views of market participants interviewed for this study who are based in Singapore, it will be important going forward for Singapore’s market regulators and its companies to monitor how practices and expectations of both local and foreign investors continue to evolve in this area globally, taking into account which investor categories Singapore aims to attract to its capital market. For example, if Singapore seeks to expand its investor base by appealing to new foreign investors, who may be mid-sized institutional investors without offices in Singapore and retail investors, these foreign investors may appreciate the possibility to access remote AGMs and the signal it sends regarding the company’s commitment to transparently engage with all of its shareholders. In this context, it may be beneficial to encourage the largest listed companies, which are typically main investment targets for foreign investors, to further consider adopting hybrid AGM formats, which are highly regarded as a best practice by many foreign investors. Providing a suitable AGM framework which meets the needs of current and potential investors would further contribute to a strong foundation for Singapore’s capital market.

References

[18] ACMF (2023), ASEAN Corporate Governance Scorecard, https://www.theacmf.org/images/downloads/pdf/ASEAN%20Corporate%20Governace%20Scorecard%20Revised%202023.pdf.

[12] CGAC (2024), Corporate Governance Advisory Committee 2023 Report, https://api2.sgx.com/sites/default/files/2024-02/CGAC%20Report%202023_0.pdf.

[11] CGAC (2023), Practice Guidance, https://www.mas.gov.sg/-/media/mas/news-and-publications/practice-guidance-dec-2023.pdf.

[19] CGS (2024), Singapore Governance and Transparency Index, https://bschool.nus.edu.sg/cgs/applied-research-in-corporate-governance/singapore-governance-and-transparency-index/.

[6] ECB (n.d.), Statistics, https://www.ecb.europa.eu/stats/policy_and_exchange_rates/euro_reference_exchange_rates/html/eurofxref-graph-usd.en.html.

[2] IMD (2024), World Competitiveness Ranking, https://www.imd.org/centers/wcc/world-competitiveness-center/rankings/world-competitiveness-ranking/rankings/wcr-rankings/.

[1] MAS (2024), MAS Sets Up Review Group to Strengthen Equities Market Development, https://www.mas.gov.sg/news/media-releases/2024/mas-sets-up-review-group-to-strengthen-equities-market-development.

[7] MAS (2024), Table III.7 SGX-ST: Price Index, Number of Listed Companies, Turnover and Capitalisation, https://eservices.mas.gov.sg/statistics/msb-xml/Report.aspx?tableSetID=III&tableID=III.7.

[9] MAS (2023), Code of Corporate Governance, https://www.mas.gov.sg/-/media/mas/news-and-publications/code-of-corporate-governance-6-aug-2018-revised-11-jan-2023.pdf.

[3] MAS (2023), SINGAPORE ASSET MANAGEMENT SURVEY 2023, https://www.mas.gov.sg/-/media/mas/news-and-publications/surveys/asset-management/singapore-asset-management-survey-2023.pdf.

[5] OECD (2023), OECD Corporate Governance Factbook 2023, OECD Publishing, Paris, https://doi.org/10.1787/6d912314-en.

[10] SGX (2022), SGX Corporate Governance Code Disclosure Survey Report, https://api2.sgx.com/sites/default/files/2022-09/June%202022%20-%20SGX%20Corporate%20Governance%20Code%20Disclosure%20Survey%20Report.pdf.

[4] SGX (n.d.), Why List on SGX, https://www.sgx.com/securities/why-list-sgx#Tapping%20on%20Singapore%E2%80%99s%20World-Class%20Listing%20Infrastructure%20and%20Ecosystem.

[21] SGX RegCo (2024), Regulator’s Column: SGX RegCo requires large issuers to take lead to reduce AGM crunch, https://www.sgxgroup.com/media-centre/20240326-regulators-column-sgx-regco-requires-large-issuers-take-lead-reduce.

[15] SGX RegCo, SID, and CSIS (2022), Standard for Vendors of Virtual/Hybrid General Meeting Systems, https://sid.org.sg/common/Uploaded%20files/Resources/StandardforVendorsofVirtual-Hybrid.pdf.

[17] SIAS (2024), SIAS 24th Annual Report 2023, https://sias.org.sg/files/AGM/SIAS_Annual_Report_2023.pdf, https://www.oecd.org/en/publications/oecd-corporate-governance-factbook-2023_6d912314-en.html.

[16] SIAS (n.d.), Q&A on Listed Issuers, https://sias.org.sg/qa-on-annual-reports/.

[13] SIAS, SID and SGX RegCo (2024), Guide on Best Practices for Shareholder Meetings of Listed Companies, https://www.sid.org.sg/images/PDFs/Resources/GUIDE_ON_BEST_PRACTICES_FOR_SHAREHOLDER_MEETINGS_OF_LISTED_COMPANIES.pdf.

[20] SID (n.d.), Professional Development, https://www.sid.org.sg/Web/Web/Professional_Development/PD_Intro.aspx.

[14] SSPSC (2022), Singapore Stewardship Principles for Responsible Investors, https://stewardshipasia.com.sg/docs/saclibraries/default-document-library/ssp_for-20responsible-20investor-202-0-1-.pdf?sfvrsn=82133969_3.

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Notes

← 1.  The SGD to EUR conversion is based on the exchange rate provided by the MAS as of 02.09.2024. See Monetary Authority of Singapore - Exchange Rates. The same shall apply hereinafter.

← 2.  The USD to EUR conversion is based on the exchange rate provided by the European Central Bank as of 02.09.2024. See US dollar (USD). The same shall apply hereinafter except for Tables 4.1 and 4.2.

← 3.  Rule number is for Mainboard Rules. The same shall apply hereafter.

← 4.  The CGAC comprises experts from academia, experienced directors and representatives from various stakeholder groups, appointed by the MAS.

← 5.  Some companies conduct an in-person information session, which board members including CEO attend, for retail investors outside the AGMs.

← 6.  This provision also specifies that “The articles of association may restrict the authority of shareholders to be represented. The authority of shareholders to be represented by a lawyer, notary, additional notary, candidate notary, registered accountant or accountant-administrative consultant cannot be excluded.”

← 7.  It is permitted to circulate the information on the board candidate(s) in a different document from the annual report, but it needs to be sent before the AGM.

← 8.  In case that the issuer has conducted external assurance on the sustainability report, the deadline is no later than five months after the end of the financial year.

← 9.  Some jurisdictions use the corporate governance code, which takes a “comply or explain” approach, as a way of supporting longer notice periods than legal minimum requirement while allowing companies flexibility.

← 10.  Alternatively, companies are allowed to respond to written questions at AGMs.

← 11.  The real-time communication and voting had not been the regulatory requirements by the Meeting Orders; the regulators refined them to be mandatory in late 2020.

← 12.  The terms of composition may include payment of a specified sum and the fulfilment of any accompanying terms.