The company’s Constitution (or other constitutive documents) allow for absentia voting at general meetings of shareholders.
A. Explanation

This Provision sets out the need to allow for in absentia voting at general meetings.

Shareholders have the right to attend, and participate in, the general meetings. It is in the interest of the company to facilitate these rights.

Provision 11.1 and the explanation to it describe how companies should help shareholders exercise their rights to participate and vote at general meetings. However, for various reasons, a shareholder may not be able to attend. Nevertheless, it is essential that shareholders’ rights to vote at meetings be preserved.

Thus, this Provision states that the company is to have a voting mechanism that allows for in absentia voting. This is often implemented through the use of proxies and accompanying forms and processes.


B. Practice Guidance


C. Related Rules and Regulations
  • Section 64(1) of the Companies Act: Rights and powers attaching shares.
  • MR Practice Note 7.5 and CR Practice Note 7E: General meetings
  • MR Appendix 2.2(8) and CR Appendix 4C(8): Voting and proxies.


D. CG Guides
  • Board Guide Appendix 7B-2: Proxy Advisors and the Board [Stakeholder Engagement].
  • Board Guide Appendix 7D: Shareholder Activism [Stakeholder Engagement].
  • Board Guide Appendix 7F: General Meetings of Shareholders [Stakeholder Engagement].


E. Related Articles




eGuide to CG Code
Definition of Corporate Governance
History and Structure of the Code
Role of the Board
Role of the Chair
Focus on Long Term and Sustainability
Revised Code Structure and Approach
Mandatory Principles
Provisions and Variations
Thoughtful and Meaningful Application
Board Matters
Principle 1
Provision 1.1
Provision 1.2
Provision 1.3
Provision 1.4
Provision 1.5
Provision 1.6
Provision 1.7
Principle 2
Provision 2.1
Provision 2.2
Provision 2.3
Provision 2.4
Provision 2.5
Principle 3
Provision 3.1
Provision 3.2
Provision 3.3
Principle 4
Provision 4.1
Provision 4.2
Provision 4.3
Provision 4.4
Provision 4.5
Principle 5
Provision 5.1
Provision 5.2
Provision 5.3
Remuneration Matters
Principle 6
Provision 6.1
Provision 6.2
Provision 6.3
Provision 6.4
Principle 7
Provision 7.1
Provision 7.2
Provision 7.3
Principle 8
Provision 8.1
Provision 8.2
Provision 8.3
Accountability and Audit
Principle 9
Provision 9.1
Provision 9.2
Principle 10
Provision 10.1
Provision 10.2
Provision 10.3
Provision 10.4
Provision 10.5
Shareholder Rights and Responsibilities
Principle 11
Provision 11.1
Provision 11.2
Provision 11.3
Provision 11.4
Provision 11.5
Provision 11.6
Principle 12
Provision 12.1
Provision 12.2
Provision 12.3
Managing Stakeholder Relationships
Principle 13
Provision 13.1
Provision 13.2
Provision 13.3
Practice Guidance
Board Roles and Director Duties
Board Composition and Guidance
Chairman and CEO
Board Membership
Board Performance
Procedures for Developing Remuneration Policies
Level and Mix of Remuneration
Disclosure on Remuneration
Risk Management and Internal Controls
Audit Committee
Shareholder Rights and Engagement
Engagement with Shareholders
Managing Stakeholder Relationships
eGuide Glossary

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