| All directors attend general meetings of shareholders, and the external auditors are also present to address shareholders’ queries about the conduct of the audit and the preparation and content of the auditors’ report. Directors’ attendance at such meetings held during the financial year is disclosed in the company’s annual report. |
A. Explanation
This Provision identifies the parties that should be present at general meetings.
The general meetings (AGMs and EGMs) are considered the most important events in the engagement of listed companies with shareholders – when the latter listen to, and approve matters submitted by, the Board.
It is therefore important that all directors are present at the meeting, both as a demonstration of their commitment to the company and of their interest in the views of shareholders; and to answer specific questions that may pertain to their area of responsibility or involvement on the Board.
In particular, it is important that the following personnel are present to provide the needed information, and to respond satisfactorily to shareholder queries:
- The Board Chairman.
- The Chairmen of the AC, NC and RC – the three key Board Committees overseeing key aspects of the company and the Board.
- The external auditors who have independently reviewed and audited the financial statements.
While the Board Chairman conducts the meeting, some questions may be best answered by other directors or the auditors. For example, a question about the CEO’s compensation can be dealt with by the RC Chairman. The Board Chairman should direct these questions to the relevant personnel as appropriate. In some instances, shareholders may direct their questions at specific personnel.
Directors should be present for the entire duration of meetings. The Chairman of the meeting should facilitate constructive dialogue between shareholders and the Board, Management, external auditors and other relevant professionals. The Chairman should allow specific directors, such as committee chairs or the lead independent director, to answer queries on matters related to their roles.
Directors should take the opportunity to interact with shareholders before and/or after general meetings.
B. Practice Guidance
C. Related Rules and Regulations
- Nil.
D. CG Guides
- Board Guide 7.2: Shareholders [Stakeholder Engagement].
- Board Guide Appendix 7B-1: Dealing with Shareholder Activists [Stakeholder Engagement].
- Board Guide Appendix 7F: General Meetings of Shareholders [Stakeholder Engagement].
E. Related Articles
- “Preparing for the AGM” by Penelope Phoon-Cohen. (446KB)
- “AGMs: What investors want to know” by Terry Wee. (447KB)
- “Shareholder activism and how directors can respond” by Jerry Koh. (97KB)