SGX RegCo plans to create AGM conduct guide

A Singapore 10-dollar note Photo by Leslie Shaffer

Singapore Exchange Regulation will work to create a “best practices” guide for directors and investors during annual general meetings (AGMs) and other shareholder meetings, said Tan Cheng Han, chairman of SGX RegCo, on Wednesday.

The project will be created jointly with the Securities Investors Association (Singapore), or SIAS, and the Singapore Institute of Directors, or SID, he said in a speech at the Singapore Institute of Directors’ Directorship Report 2018 launch.

It’s an announcement that comes amid controversy over Singapore-listed Stamford Land’s decision in early September to file a writ of summons against minority shareholder Mano Sabnani for defamation after he made allegations about how the AGM was conducted, about the property and hospitality company’s capital management and over comments he made at two AGMs. Sabnani has denied the allegations.

While Tan noted that previous guides to conducting AGMs and a code of conduct for AGM participation had been published years ago, the latest effort would be different.

“It is going to seek input from directors and shareholders on how everyone should conduct themselves so that it’s not just SID commenting
on directors and SIAS commenting on investors,” Tan said. “This is to get away from the perception that the guide will be one-sided. Rather, all three of us are going to do our best to present a holistic view of any one party’s role and responsibilities.”

Tan added that he believed all parties wanted the same thing from various shareholder meetings: “Constructive discussions and fruitful engagement conducted in a robust yet courteous spirit.”

Tan pointed to the importance of AGMs for institutions.

“It does neither management nor shareholders any good when relationships break down and mutual trust and confidence is lost,” Tan said. “I think there is much to gain from hearing from our shareholders who can sometimes bring a slightly different perspective and see things from a different angle that might be really valuable to the directors if we are prepared to keep an open mind and just step back and reflect a little bit more.”

Tan also noted that the AGMs were important for Singapore’s reputation as an international financial center.

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