I General Meeting

1 What is a General Meeting

According to the Companies Act of Singapore, an annual general meeting (AGM) must be held once a year. The AGM is convened at specified intervals within each calendar year and serves as a means for the company to present its financial statements (accounts) to its shareholders (members). One of the purposes of the AGM is to review the company's financial statements, which must be approved by the shareholders based on a simple majority. Shareholders may also raise questions regarding the company's business status, making the AGM an important opportunity to address the concerns of the shareholders.

Other than the annual general meeting, all general meetings can be referred to as "extraordinary general meetings" (EGMs). Any director may propose the convening of an EGM. An EGM must be convened upon the request of the directors, or if no directors request it, by a person entitled to do so as stipulated by the Companies Act of Singapore.

2 Procedures for the General Meeting

During the general meeting, the company is required to present the financial statements to the shareholders and address related business inquiries. The meeting is conducted under the guidance of the chairperson, who is typically the chairman of the board. If the company's constitution does not explicitly state that the chairperson will manage the meeting, members can elect someone to fulfill this role during the general meeting.

The company secretary, or a designated secretarial service provider, is responsible for preparing the documents and materials (such as the company constitution) for the general meeting. After the general meeting concludes, the minutes of the meeting must be documented in writing and signed by the company's directors. When submitting the annual return to the Accounting and Corporate Regulatory Authority (ACRA), the minutes of the general meeting must also be included.

During the discussion of agenda items at the general meeting, if the number of attending shareholders does not meet the quorum requirements, the general meeting shall not have the authority to address any agenda items. Unless otherwise provided in the constitution, the presence of two shareholders in person constitutes a quorum. If there is a chairman of the board, they shall preside over each general meeting of the company. If the chairman is not present or is unwilling to preside within 15 minutes after the scheduled start time, the attending shareholders shall elect one among themselves to serve as the chairperson of the meeting.

Any resolution submitted to the general meeting for voting shall be decided by a show of hands, unless:
1) The chairperson requests a poll.
2) At least three shareholders present in person or by proxy request a poll.
3) Shareholders holding 10% or more of the total voting rights of those present at the meeting, either in person or by proxy, request a poll.

Whether by show of hands or by poll, if the votes are equal, the chairperson of the general meeting conducting the vote or requesting a poll has the right to cast an additional vote or a casting vote.

3 Convening the General Meeting and Exemptions

All companies in Singapore are required to hold general meetings. When submitting the annual return to the Accounting and Corporate Regulatory Authority (ACRA), companies must also declare the date of the general meeting for that year. Directors who fail to comply with the general meeting requirements may face the risk of being sued in court, and could even have their directorships revoked or be prohibited from serving as directors. Additionally, ACRA may impose fines on companies that do not hold general meetings as required and charge late fees for overdue annual returns, unless the company is exempt from holding a general meeting.

Effective from August 31, 2018, private companies can be exempted from holding an annual general meeting if they send their financial statements to their members within five months after the end of the financial year. If all members pass a resolution to waive the requirement to hold the annual general meeting, the private company is not required to convene one. The company can address matters that would have been submitted at the general meeting through written resolutions. These written resolutions can be distributed in printed form or in other clear formats, such as via email, as agreed upon by the company and the shareholders.

However, companies exempt from holding a general meeting must adhere to the following safeguards:
1) If shareholders wish to request the reconvening of the annual general meeting, they must notify the company within 14 days prior to the end of the sixth month following the end of the financial year.
2) If any member of the company issues a notice, the directors must hold the annual general meeting within six months after the end of the financial year. The company may apply to the registrar for an extension of time to hold the general meeting before the deadline (i.e., within six months after the end of the financial year).
3) If any member or auditor requests it within 14 days after the financial statements have been issued, the private company must convene a general meeting to present the financial statements. The directors must hold the general meeting within 14 days of the request to prepare the financial statements.

II Board Meetings

1 What is a Board Meeting

A board meeting is a meeting of the company's board of directors, during which the directors discuss company matters and make decisions through resolutions. These company matters include:
1 ) Business expansion plans.
2 ) Property acquisitions.
3 ) Review of financial reports.
4 ) Talent recruitment.

If the directors reach a consensus on any of the above matters, they may choose to sign copies of documents containing the decisions and statements during the board meeting to formalize the board resolutions. Before convening or attending a board meeting, directors should conduct due diligence on the matters to be discussed to ensure that they can fulfill their responsibilities to the company in accordance with Singapore's Companies Act and common law.

2 Procedures for Board Meetings

Singapore's Companies Act does not impose strict regulations on board meetings. Companies should conduct board meetings according to their company constitution. The company constitution is the document that grants rights, powers, and obligations to company officers and members.

For most company constitutions, board meetings generally include the following standards:

1 ) Notice of the upcoming meeting sent to all directors.
2 ) Quorum for the board meeting (i.e., the minimum number of directors required to be present).
3 ) Mechanism for resolutions and voting by directors.
4 ) Appointment of the chairperson of the board.
5 ) Procedures for recording or retaining minutes of the board meeting.

The company's board can refer to the company constitution to understand any rules that may vary depending on the company. If the company has registered the use of the Model Constitution with the Accounting and Corporate Regulatory Authority (ACRA) without modifications, it must strictly follow Sections 83 to 94 of the Model Constitution when conducting board meetings.

3 Board Meeting Records

The "board meeting records" can be regarded as evidence of the meeting and are very important in Singapore! Section 188 of Singapore's Companies Act requires that all board meeting records be documented within one month after the meeting. The records are prepared by the company secretary and signed by the chairperson of the meeting or the chairperson of the subsequent board meeting.

The board meeting records must include the following essential information:
1 ) Meeting date and time.
2 ) Decisions made by the directors.
3 ) Disclosure of conflicts of interest by specific directors.
If the company and its management fail to comply with the obligation to input the meeting records into the company's records, they may face penalties, including fines of up to SGD 2,000.

III Company Resolutions

1 What are Company Resolutions

Formal decisions made during a meeting are collectively referred to as company resolutions. The types of resolutions and who makes them are determined by the Companies Act and the company's constitution.

2 Who Can Pass Company Resolutions

Company resolutions can be passed by two categories of individuals:
1) Shareholders
2) Board of Directors

When shareholders make a formal decision, it is referred to as a shareholder resolution; when the board of directors makes a formal decision, it is referred to as a board resolution.

Whenever a formal decision is required, a company resolution is necessary. The type of resolution required (whether a special resolution or an ordinary resolution) and who passes it (whether the board of directors or shareholders) are determined by the Companies Act and the company's constitution.

3 Board Resolutions

The board of directors manages the company's business, and according to Section 157A of the Companies Act, directors make all decisions for the company, except those decisions that must be made by shareholders as required by the Companies Act or the company's constitution.

The board of directors formally makes decisions for the company through board resolutions. Board resolutions apply to company decisions that require a resolution under the Companies Act or the company's constitution, or in situations where external parties request a resolution.

For example, a bank may require a board resolution to prove that a certain employee has the authority to take out a loan on behalf of the company. Board resolutions are typically passed by a simple majority (i.e., more than 50%), unless otherwise stated in the company's constitution.

Examples of decisions that can be made by board resolution according to the Companies Act include:
1) Opening a company bank account and authorizing employees to conduct transactions.
2) Appointing an audit committee.

4 Special Resolutions

A special resolution refers to a formal decision passed by at least a 75% majority vote at a meeting. Generally, for listed companies, written notice of the meeting must be given at least 21 days in advance. For private companies, written notice must be given at least 14 days in advance. However, if members holding at least 95% of the voting rights agree, the meeting can be called with a shorter notice period. Additionally, the company must submit a copy of all special resolutions to the Accounting and Corporate Regulatory Authority (ACRA) of Singapore.

Typically, a special resolution is required when the decision to be made is particularly significant. Examples of decisions that must be made by special shareholder resolutions according to the Companies Act include:
1) Amending any provisions in the company’s constitution.
2) Changing the company name.
3) Reducing the company's share capital.

5 Ordinary Resolutions

An ordinary resolution is a formal decision made by a simple majority (i.e., more than 50%) of votes at a meeting. A notice of the meeting must be given in writing at least 14 days in advance. However, if members holding at least 95% of the voting rights agree, the meeting can be convened with shorter notice.

According to the Companies Act, examples of decisions that must be made by ordinary resolution include:
1) Removal of a director before the expiration of their term
2) Appointment or reappointment of a director who is over 70 years old
3) Determination of a particular general meeting as the company’s annual general meeting

6 How to Pass Company Resolutions

1) Meetings

In general, resolutions are passed at physical meetings of the company’s shareholders or board of directors. Board resolutions can be made at board meetings, while shareholder resolutions can be made at general meetings.

2) Written

The company may choose to pass resolutions in writing. If a large number of voters disagree with passing a resolution in writing, under Section 184D of the Companies Act, holders of 5% of the voting rights may request to convene a physical meeting instead of continuing with the written resolution.