The Singapore COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 was published on 13 April 2020.
This sets out details of alternative arrangements for the meetings of various business structures, including Singapore companies, amidst COVID-19.
Introduction
The COVID-19 (Temporary Measures) Act 2020 (the "Act") was passed by the Singapore Parliament on 7 April 2020. Among other temporary measures, the Act sets out alternative arrangements for the conduct of meetings, which overrides certain existing legal provisions, in light of control measures in place due to the COVID-19 pandemic.
Part 4 of the Act empowers Singapore's Minister for Law to make orders to prescribe alternative arrangements for the conduct of meetings. This is where personal attendance at a meeting is required in any written law or legal instrument and the Minister considers it inexpedient or impracticable for the meeting to be held in that manner, in view of a control measure in place related to COVID-19. For Singapore companies, this includes requirements expressed in the company's constitution.
In furtherance of Part 4 of the Act, the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (the "Order") was published in the Government Gazette on 13 April 2020.
The Order is expressed to have retrospective effect and is deemed to have come into operation on and from 27 March 2020.
Qualifying Meetings
The Order sets out specific alternative arrangements for meetings for various listed business structures.
For companies, these alternative arrangements apply in respect of any general meeting of the company convened, held, conducted or deferred:
(a) during the control period; or
(b) during the 30-day period after the end of the control period (subject to conditions).
The Order also prescribes alternative arrangements for meetings for variable capital companies, business trusts, unit trusts and debenture holders.
Alternative Arrangements for Company Meetings and Legal Effect
Certain key alternative arrangements for company general meetings under the Order are summarised below:
- Conduct of Meetings. Meetings may be convened, held or conducted, whether wholly or partly, by electronic means. Listed companies must publish their minutes of meetings within one month after the meeting.
- Attendance at Meetings. Companies may provide for attendance by electronic means, if access to both an audio broadcast and audio-visual broadcast is provided.
- Participation at Meetings. Companies may require members to send matters to be raised at the meeting to the chairman of the meeting before the meeting. Substantial and relevant matters sent within a reasonable time are to be responded at or before the meeting by electronic means.
- Quorum. A quorum may be formed by two members of the company personally or electronically present.
- Voting at Meetings. Companies may require members to appoint the chairman of the meeting as proxy to vote at the meeting. Importantly, where proxies are delivered to the company before 13 April 2020, the instrument of appointment appointing someone other than the chairman can be treated as appointing the chairman as the member's proxy to vote at the meeting, subject to certain conditions.
- Notice of Meetings. Companies may send notices or other documents relevant to the meeting by electronic means, subject to certain conditions.
This list may be expanded by the Minister on grounds of necessity and expedience.
Under Part 4 of the Act, meetings that are conducted in compliance with prescribed alternative arrangements are deemed to have satisfied relevant requirements under written law or legal instrument (such as a company's constitution) in respect of which the alternative arrangements were prescribed. This is notwithstanding any contrary provision in any law or legal instrument (the "Overriding Effect"). The Overriding Effect also applies to the giving and sending of notices, forms, circulars or other documents in accordance with any prescribed alternative arrangements.
Conclusion
The alternative arrangements under the Order are aimed at providing legal certainty for entities that are uncertain about how to comply with prevailing control measures in Singapore (such as safe distancing), without contravening provisions in written law or legal instruments.
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