Singapore to Revoke E-meeting Provision for Business Entities. Attending meetings in person was not possible given the spread of COVID-19 infections and the government’s Safe Management procedures to prevent this. However, it’s possible that the relevant laws or legal documents did not allow for the electronic conduct of meetings. Meeting administration issues could have made it difficult to conduct routine business and governance tasks.
The COVID-19 (Temporary Measures) Act was introduced in response to these challenges in April 2020. According to Section 27 of the Act, the Minister may issue orders allowing meetings to be called, held, and conducted electronically if doing so will help stop or slow the spread of COVID-19.
The intended deadline for the Meetings Orders was September 30, 2020. However, the Ministry of Law (“MinLaw”) extended the Meetings Orders through 30 September 2020 until such time as they are repealed or modified by MinLaw, in light of the then-current COVID-19 circumstances.
As Singapore has gradually adapted to life with COVID-19, gatherings are now physically possible. On July 1st, 2023, MinLaw will revoke the Meeting Orders after consulting with the pertinent Ministries and authorities. This allows entities to resume meeting plans in line with written law or their governing documents with six months’ notice.
Entities can contact their respective regulators or visit their websites for more information and inquiries. Regulatory contacts and a list of guidance notes are available at https://www.go.gov.sg/alternativemeetings.
The Accounting and Corporate Regulatory Authority (ACRA) and the Monetary Authority of Singapore (MAS) have announced that they are working on legislative amendments to give businesses trusts, variable capital companies, and companies the option to conduct general meetings by electronic means after the Meetings Orders are revoked. They anticipate sharing details of the proposed amendments to the Companies Act 1967, the Variable Capital Companies Act 2018, and the Business Trusts Act 2004 in early 2023.
Appendix A contains the proposed Companies, Business Trusts, and Other Bodies (Miscellaneous Amendments) Bill 2023. Annexes B and C contain the documents outlining the major provisions of the Bill regarding virtual general meetings of corporations, business trusts, and variable capital firms.
The period of public consultation will be from February 9 to February 20, 2023. On the consultation portal, the public has access to the public consultation materials, including the draft Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Bill 2023. The documents for the public consultation are also accessible on the websites of ACRA, MOF, and MAS.
Before February 20, 2023, interested parties may send their views to “MOF Public Consultation@mof.gov.sg” with the subject “Public Consultation on Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Bill 2023” in the body of the email.
The revocation of e-meeting provisions could have various impacts on businesses. For instance, if companies are no longer allowed to hold electronic meetings, they may have to incur additional costs associated with travelling to physical meeting locations. This could also increase the amount of time required for meetings, as stakeholders would need to factor in travel time.
Furthermore, cancelling e-meeting provisions could reduce accessibility for stakeholders who may not be able to travel to physical meeting locations. This could result in decreased engagement with shareholders and directors, which could impact corporate governance.
To address these potential issues, ACRA and MAS are exploring alternatives to give these organizations the option of holding general meetings electronically even if the directions are withdrawn.
Another potential impact of cancelling the e-meetings provision is that it could result in decreased attendance and engagement from stakeholders who may not be able to attend physical meetings. This could impact corporate governance and decision-making processes, as the input and perspectives of these stakeholders may be lost.
For example, shareholders who are located in different countries or regions may not be able to attend physical meetings due to travel restrictions or other logistical barriers. In addition, stakeholders with disabilities or mobility issues may find it difficult to attend physical meetings, which could result in reduced representation and diversity in decision-making processes.
Furthermore, cancelling the e-meetings provision could also have implications for environmental sustainability. By requiring stakeholders to travel to physical meeting locations, the carbon footprint of these meetings could increase significantly, particularly for companies with global operations. This could conflict with the growing trend towards corporate social responsibility and sustainability, which many companies are striving to achieve in order to maintain their reputation and attract socially-conscious investors.
On the other hand, there are also potential benefits to resuming physical meetings. For example, in-person meetings may facilitate more effective communication and collaboration among stakeholders, as face-to-face interactions can help build trust and foster a sense of community. Physical meetings may also provide opportunities for networking and relationship-building, which could be particularly important for startups and emerging companies.
In addition, resuming physical meetings could help address some of the challenges and limitations of virtual meetings. For example, technical issues such as poor internet connectivity or audio and video disruptions could be mitigated in physical meetings. In addition, physical meetings may provide more opportunities for informal interactions and socialization, which could help build stronger relationships among stakeholders.
Overall, the decision to cancel the e-meetings provision in Singapore raises important considerations for companies and stakeholders.
While there are potential benefits and drawbacks to both virtual and physical meetings, it is important for companies to consider the needs and perspectives of all stakeholders and to find a balance that supports effective communication, collaboration, and decision-making while also promoting sustainability and accessibility.
