On the Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Bill – Speech by Dennis Tan

Madam Deputy Speaker, I will be speaking briefly on the intent of this Bill to amend the Companies Act 1967, the Business Trusts Act 2004, the Variable Capital Companies Act 2018 and the Singapore Labour Foundation Act 1977 to provide for meetings using virtual meeting technology. Such meetings may include annual general meetings, extraordinary general meetings or other type of meetings.

The amendments provide for meetings to held in three scenarios (1) at a physical place, (2) at a physical place and using virtual meeting concurrently i.e. hybrid meeting, and (3) just using virtual technology only. 

One of the greatest lessons which Covid teaches us is to hold virtual meetings like over Zoom or Microsoft teams instead of requiring in person meetings. We learned how to hold a variety of online meetings. Besides board or business meetings, we have got used to having classes, seminars, conferences over Zoom. We even had so-called online rallies during GE 2020. In fact, some of us are so used to having virtual meetings that we cannot go back to having some of our physical meetings and continued with virtual meetings. I therefore welcome the statutory recognition of virtual meetings in some of our laws under this Bill.

Madam Deputy Speaker, virtual annual general meetings and shareholder meetings for companies were introduced under the Covid-19 (Temporary Measures) Act in 2020. The Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings) Orders enabled entities such as companies, variable capital companies and business trusts to conduct meetings electronically, notwithstanding any prior prohibitions under the law or under the entities’ constitutions or other governing instruments. It was actually meant as a temporary measure to comply with safe-distancing requirements during the pandemic. The proposed amendments will allow companies to hold their annual general meetings and shareholder meetings virtually even after the enabling Covid-19 provisions allowing virtual meetings are revoked in due course.

Madam Deputy Speaker, I do however understand that the amendments recognising virtual meetings are subject to each company’s constitution so if I understand correctly, companies can still stipulate in their constitution that an AGM for example needs to be carried out physically, effectively excluding a person attending virtually. While it remains to be seen how many of our companies will retain virtual meetings or having hybrid meetings, there are some who question whether the Bill should even have retained the rights of companies and their management to insist on 100% physical attendance.

One of my Hougang residents, a full-time investor, shared some concerns on this. He said that allowing shareholders the option to attend the meetings virtually will also enable those who are not able to be physically present to tune in and receive updates from the company’s management. He is concerned that even with the proposed changes, many companies will still be requiring or insisting on physical attendance alone or may not allow virtual or hybrid meetings. For investors like himself who may be shareholders of different companies, with many companies having their financial year ending on 31 December, most of them will be conducting their annual general meetings at around the same time. On some days, shareholders may have to attend different AGMs within the same day or even at the same time but at different locations. If many companies are still insisting on physical attendance alone and do not allow virtual or hybrid meetings, many shareholders like my constituent may not be able to make it to all the meetings and have to pick and choose which meeting to attend. He feels that such a scenario will be a step backward from our current situation and as a digital nation and there might be a wastage of some of the extensive resources already invested in technology which made possible the many virtual meetings for companies and organizations. I certainly hope that most of our companies will at least provide hybrid options for meeting attendance in line with our current common practice of having virtual meetings and not make physical meetings for meetings such as AGMs a mandatory requirement. 

Having said that and in all fairness, there are benefits to having physical meetings. In fact, the challenge for some companies or organizations post-Covid is how to get people back to work together physically again and resume physical meetings, having got used to working and having meetings virtually. 

On the other hand, allowing online meetings will also reduce the need to travel or commute for meetings. It allows people to attend meetings while they are away or travelling. It may also reduce travelling and commuting and contribute to our nation’s net zero goals too. I certainly favour keeping such an option open.  And I would agree with my resident that allowing hybrid meetings may well boost overall attendance. 

Madam Deputy Speaker, next I have one clarification for the Minister. I note that the Bill does not seem to address the issue of where any such virtual or hybrid meetings would be deemed to be held jurisdictionally. I am concerned that the amendments today should not bring any unintended ambiguity or implication on the deemed location of such virtual or hybrid meetings especially if the people attending some of these meetings would be in different jurisdictions and thereby having any knock-on effect on other issues such as the tax residency of a Singapore-incorporated company. 

Madam Deputy Speaker, apart from the concerns I have raised, I support the Bill.