Category: Share Registry

Tips for running hybrid AGM webcasts in Singapore

Tips for running hybrid AGM webcasts in Singapore Banner

Tips for running hybrid AGM webcasts in Singapore

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The arrival of COVID-19 accelerated the adoption of digital technologies for the seamless execution of general meetings in Singapore. Supported by legislative changes, the pandemic ushered in an era where virtual platforms became the backbone of these meetings, revolutionising the way businesses and organisations convened and interacted.

The COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings) Orders allowing businesses to hold virtual general meetings in Singapore ceased from 1 July 2023. However, in recognition of the many benefits afforded by virtual and hybrid meeting technologies, Singapore introduced a new Bill on 9 May 2023, allowing businesses to continue holding their general meetings electronically if desired. However, for public companies listed on Singapore Exchange (SGX), general meetings would have to be held either in physical or hybrid format.

With legislation supporting businesses to provide stakeholders the option to attend meetings virtually or in person, it appears that hybrid meetings are set to be an ongoing Annual General Meetings (AGMs) trend.

Charlyne Pak, Manager Share Registry Services for BoardRoom Singapore, explores the reasons behind the surge in hybrid AGMs and offers expert tips to help you run hybrid meetings successfully.

The benefits of hybrid AGMs

Hybrid AGMs are becoming commonplace in Singapore and around the world due to the raft of benefits they can provide to businesses and shareholders alike.

The benefits of hybrid AGMs

Three key advantages of hybrid AGMs are:

Greater engagement
Positive ESG factors
Cost and time savings

Greater engagement

By allowing attendees to join from anywhere in the world, hybrid AGMs, or any type of general meeting, can help to improve accessibility and stakeholder engagement.

“One of the main reasons companies adopt hybrid meetings is because they want more interaction with shareholders who want to attend in person while at the same time giving shareholders the flexibility to choose which mode they want to participate in,” Charlyne explains. “Hybrid formats allow for a wider reach of stakeholders, as attendance is not limited by location.”

The convenience of hybrid meetings also means that shareholders are less likely to skip them due to conflicting schedules.

“Shareholders who hold stakes in multiple companies can now attend multiple AGMs in one day, as there’s little to no travelling time in between,” says Charlyne.

Positive ESG factors

By leveraging technology to bridge distances, businesses can enhance their response to environmental, social and governance (ESG) issues in several ways.

“Hybrid AGMs can help reduce the environmental impact of meetings because attendees who would normally travel can instead participate remotely,” she says.

A reduced need for travel leads to less carbon emissions, thus promoting sustainable business practices.

Hybrid AGMs can also help foster good corporate governance, with higher attendance levels across stakeholder groups helping to promote transparency, accountability and relationship building – three critical components of responsible business management.

Cost and time savings

Hybrid meetings can provide businesses with valuable time and cost savings, which can then be redirected into progressing primary business goals. A reduced number of in-person attendees can help businesses to save on costs by downsizing their catering and event space.

By leveraging digital technology, hybrid meetings are also likely to proceed more efficiently than fully physical meetings; since COVID-19, average meeting times in Singapore have seen a remarkable 62.5% drop.

How to prepare for a hybrid AGM in Singapore

Businesses can help ensure a successful hybrid AGM by taking the following steps in the preparation stage.

Start preparing early
Commence preparations at least three months in advance to block out attendees’ calendars, allow time for testing and avoid costly last-minute changes or rescheduling.
Review local regulations and standards
Singapore regulations are continually updated to enhance the AGM experience for all businesses and their shareholders. To ensure compliance, familiarise yourself with the latest regulatory requirements and service standards. A trusted corporate secretarial services provider and share registrar can ensure your company remains compliant.
Arrange for site visit and equipment testing
For a seamless experience, select a venue that easily accommodates in-person and virtual attendees, and invest in high-quality audiovisual equipment. Test all equipment beforehand to minimise the risk of technical glitches.
Test internet connectivity
Test your network to ensure it is stable and secure and prepare a backup network in case of connectivity issues on the day.
Work with a reliable meeting solutions provider
BoardRoom, partnering with Lumi Global, provides a meetings solution that is secure, user-friendly, and also able to meet the regulatory requirements for live voting and Q&A (a vital diversity and inclusion factor). Familiarise yourself with the platform and arrange on-the-day technical support to ensure quick, professional handling of any unexpected issues.
Hold a dress rehearsal early
Unexpected technical issues can cost money and time and harm your reputation. Dress rehearsals allow time for your board, chairman and relevant stakeholders to familiarise themselves with meeting procedures and provide the opportunity to iron out potential issues and create a contingency plan.
Provide clear instructions to attendees
Provide clear meeting instructions to all attendees, detailing the process for joining the hybrid meeting, accessing relevant documents and participating in Q&As and polls.

As a matter of best practice, a reputable meeting services provider will adopt these steps during the preparation stages of an AGM, seamlessly reducing the burden on companies. By leveraging their expertise, they will ensure a streamlined hassle-free experience.

Tips for conducting a successful hybrid AGM

When it comes to ensuring the smooth and effective running of a hybrid AGM webcast in Singapore, Charlyne has the following three straightforward tips for business leaders:

  • designate a moderator;
  • request attendees turn phones off or on silent; and
  • foster engagement with both virtual and in-person attendees.

“Firstly, as there are two different channels for receiving questions – in person and via the real-time messaging platform – always designate a moderator from your company,” she says.

A sharp moderator can help guide the flow of discussion and manage questions raised during Q&A, encouraging valuable engagement across stakeholder groups, and also helps the Chairman to control the meeting time.

“Secondly, request all attendees to turn off their mobile devices or switch them to silent mode,” Charlyne continues. This will minimise distractions and interruptions during the meeting and help attendees stay focused on matters at hand.

“Thirdly, it is important to foster a sense of fairness among in-person and virtual attendees,” Charlyne says. “This involves making sure all attendees are equally engaged throughout the meeting instead of defaulting to those present in the room.”

Business leaders can foster engagement and satisfaction among all shareholders by:

  • dedicating equal airtime to in-person and remote attendees during the live Q&A; and
  • providing remote attendees with tokens of equal value to any perks provided to physical attendees (such as refreshments or vouchers).

What to do after your hybrid AGM

The period following an AGM presents a golden opportunity to evaluate the event’s success and make improvements to your conduct of hybrid general meetings.

After your AGM, it is time to:

  • Analyse attendee feedback – Gathering feedback from all attendees will assist in refining future meetings. Consider including a QR code at the end of the final presentation directing shareholders to a feedback form.
  • Evaluate the success of the hybrid format – Assess the effectiveness of the hybrid format in achieving your desired outcomes (such as increased engagement and inclusivity) and compare attendance rates with other formats to gauge overall success.
  • Start planning for future AGMs – Use the insights gained from the evaluation process to refine and enhance future AGMs. Opportunities for improvement may lie in adopting new technologies, enhancing your engagement strategies and addressing any shortcomings identified.
What to do after your hybrid AGM

Engage a reputable meeting services provider for the best results

From 1 October 2022, in order for shareholders to make decisions on an informed basis, all SGX-listed companies must include live polling and Q&A at their general meetings. A professional meeting services provider can support with these practices and all aspects of the meeting process from start to finish to ensure a compliant and successful general meeting.

Top general meeting service providers in Singapore tend to have the following:

  • strong knowledge of local regulations and standards and the ability to help you achieve strict compliance;
  • a wealth of experience in running General Meetings in different formats and implementing contingency plans for dealing with unfortunate situations like power outages; and
  • an end-to-end service that includes a post-meeting debrief to explore what was done well and what can be done better next time.
Tailored support for hybrid meetings in Singapore

Tailored support for hybrid meetings in Singapore

Hybrid meetings have emerged as the future of general meetings, with many Singaporean businesses embracing digital technologies to deliver inclusive and productive meeting experiences for their shareholders.

BoardRoom has a long history of helping businesses throughout the Asia-Pacific region make the most of their General Meetings. Today, we proudly conduct general meetings for almost 47% of companies on the Singapore Stock Exchange and have a strong reputation for delivering exceptional outcomes for clients.

As part of our comprehensive share registry service, we assist with all aspects of running physical, virtual and hybrid meetings in Singapore. Our experienced share registry team specialises in providing a professional, tailored meeting service that aligns with your unique business needs.

Contact us today to find out how we can assist with running your next AGM. To learn more about the future of annual general meetings in Singapore, download our AGM trend infographic so you will be equipped to make informed decisions for your next AGM

Contact BoardRoom for more information:

Charlyne Pak

Share Registry Services Manager, BoardRoom Singapore

E: [email protected]

T: +65 6536 5355

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The benefits of hybrid meetings and virtual AGMs in Singapore

The benefits of hybrid meetings and virtual AGMs in Singapore

The benefits of hybrid meetings and virtual AGMs in Singapore

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The global shift towards greater digitalisation has had significant impacts on the Singapore corporate sphere, with the COVID-19 pandemic serving to accelerate a sector-wide uptake of digital communication technologies to support business continuity.

While the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings) Orders allowing businesses to hold meetings electronically ended on 1 July 2023, a new Bill has already come into effect, giving businesses (non-SGX listed) the option to continue conducting their meetings virtually if they wish – even if physical meetings are stipulated in their company constitution.

Now that businesses have experienced the advantages of electronic meetings first-hand, the shift towards virtual and hybrid formats is expected to be an enduring Annual General Meetings (AGMs) trend.

Ahead, Charlyne Pak, Manager Share Registry Services for BoardRoom Singapore, explains how both small and large businesses can benefit from holding hybrid and virtual meetings in Singapore. We will also explore key considerations for ensuring your meetings foster positive communication and meaningful connection between shareholders.

Key advantages of hybrid meetings and virtual AGMs in Singapore

A major advantage of virtual meetings is that they can be logistically easier to arrange than on-site meetings. This is particularly the case when the board of directors are located overseas.

“On-site meetings may require transport, venue preparation, accommodation and catering, while virtual meetings allow participants to dial in from wherever they’re located,” Charlyne explains. “This makes running the meeting easier logistically and saves on costs.”

Benefits AGM meeting

Additional advantages of hybrid and virtual meetings include:

Increased flexibility and convenience
Participants can choose whether to attend physically or remotely, depending on their location and preferred mode of communication.
Enhanced diversity and inclusion (D&I)
Shareholders who are based overseas or have mobility or health issues (e.g. immunodeficiency) can easily attend remotely, which supports inclusivity and engagement levels.
Improved communication
Real-time messaging functions allow for better communication during Q&A sessions, as it removes the stress or pressure that can come with asking questions in-person.
Time savings
Digital capabilities such as pre-meeting registrations, integrated virtual voting and live Q&A help to streamline meeting management.
Corporate sustainability
The need for travel, paper and catering is minimised or removed, resulting in less wastage and a smaller carbon footprint.
Bolstered reputation
Leveraging new technologies symbolises your company’s eagerness to stay at the forefront of evolving business practices.

The benefits of virtual AGMs for smaller businesses

The time and cost savings of electronic AGMs make them a popular option for many smaller businesses, who usually have limited financial resources and therefore must prioritise the effective management of budgets.

“Virtual meetings can be more cost-effective as you don’t have travelling, accommodation or venue booking expenses,” says Charlyne.

The real-time engagement tools offered by digital technology have cut meeting times dramatically, with the average meeting now lasting 30 minutes, down from 80 minutes in 2019.

Digital technology can also assist small businesses in making new connections and fostering strong partnerships due to the improved networking and collaboration opportunities it can provide.

The benefits of virtual AGMs for smaller businesses

The benefits of hybrid AGMs for larger businesses

As COVID-19 restrictions eased, many businesses – particularly larger organisations with numerous shareholders – learned how to run a hybrid AGM so that overseas shareholders could still enjoy the convenience of attending remotely.

According to Charlyne, the flexibility of hybrid meetings can help boost participation numbers, leading to stronger engagement and communication among members of your organisation.

“With hybrid meetings, you can connect with a larger group of shareholders with no geographical limitations,” Charlyne says. “However, less tech-savvy shareholders can still choose to attend in person.”

Hybrid meetings also allow companies to streamline in-meeting communication through the use of digital tools.

“Participants can raise questions virtually via real-time messaging, where the moderator can categorise similar/repeated questions for the Chairman to reply. This helps in reducing the duration of the meeting,” Charlyne says.

What to consider when running a hybrid or virtual AGM in Singapore

Business leaders can maximise the benefits of hybrid and virtual meetings (AGM, EGM) by paying attention to the following factors.

Meeting format
Both virtual and hybrid settings for your AGM offer distinct unique benefits. Make your selection based on your business requirements and shareholder demographics.
Communication management
To comply with regulatory standards and support good communication, work with reliable meeting service providers. BoardRoom, partnering with Lumi Global, provides meeting solutions with features such as real-time voting, messaging, polling, and document repository which provides shareholders easy access to all documents. Make sure to designate a moderator to manage incoming virtual messages and questions.
Practise and preparation
Prior to the meeting, it is important to perform a dry run (dress rehearsal) and craft detailed chairman scripts. This will help ensure the seamless execution of your meeting and instil confidence amongst attendees, leading to enhanced meeting outcomes.
Good governance
A reputable meeting services provider can ensure good corporate governance by facilitating transparent and inclusive communication, promoting effective decision making and support in maintaining accurate records.
Risk mitigation
To reduce the risk of disruptions, work with your meeting services provider to put contingency plans in place in the event of technical failure. By partnering with Lumi Global, the world’s leading end-to-end hybrid and virtual meeting provider, BoardRoom is able to switch to a backup server almost instantly should there be a power failure during your meeting, thus maintaining seamless continuity.
Privacy and security
Ensure internal data privacy and security protocols are followed to protect sensitive information shared before, during and after the meeting.

Make the most of your meetings with BoardRoom

Amid digital transformation in Singapore and around the world, electronic meetings have emerged as powerful tools for businesses to adapt and thrive. Well-conducted hybrid and virtual AGMs provide a valuable opportunity to engage meaningfully with shareholders and gain a strong understanding of stakeholder expectations.

At BoardRoom, we are ready to handle all your meeting management, polling and live engagement needs as part of our premium share registry services.

With a commitment to delivering quality service, we strive to ensure the effective and compliant running of your general meetings in line with local regulations and the Singapore Standard for Vendors of Virtual/Hybrid General Meeting Systems.

Our dedication to positive client outcomes means we are now Singapore’s leading meeting services provider, with 47% of public-listed companies choosing BoardRoom to conduct their general meetings.

Contact us to discuss how our comprehensive share registry and meeting services can benefit your business.

Make the most of your meetings with BoardRoom

Contact BoardRoom for more information:

Charlyne Pak

Share Registry Services Manager, BoardRoom Singapore

E: [email protected]

T: +65 6536 5355

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The changing face of meetings and AGMs, from virtual to in-person. What to expect?

The changing face of meetings, from virtual to in-person. What to expect Banner

The changing face of meetings and AGMs, from virtual to in-person. What to expect?

boardroomsuperadmin

With recent changes in regulatory requirements and shareholder activism, we have observed significant differences in how companies conduct their meetings to ensure regulatory compliance and meet shareholders’ expectations. Adoption of technology such as AGM webcasts and ESG factors have also influenced the way companies conduct their meetings.

We have compiled valuable insights reflecting the dynamic shifts that have taken place in the world of Annual General Meetings (AGMs) for the April-May meeting season in Singapore. Whether you’re an investor or a company executive, our infographic is your gateway to understanding the dynamics of virtual, physical and hybrid AGMs in Singapore.

Download our AGM Trends Infographic today so you will be equipped to make informed decisions for your next AGM.

Download AGM Trends Infographic

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SG AGM Trends Report (2022 Edition)

SG AGM Trends Report Banner

SG AGM Trends Report (2022 Edition)

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Emerging trends which will shape the future of general meetings in Singapore

Regulations, the adoption of technology-driven solutions and shareholders’ behaviours have changed during the pandemic. Will these changes be permanent, or will companies return to their old ways?

To understand how these will impact general meetings moving forward, download and read our analysis of data gathered from 2019 to 2022.

2022EditionCover
Download Singapore’s Trends Report (2022 Edition)

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Clearing the Complexities of SPAC in Singapore

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Clearing the Complexities of SPAC in Singapore

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Transitioning to a public company is an important milestone for a business. Access to capital can open opportunities for growth, reduce debt, and improve your public profile. But not every company is well-suited to an initial public offering (IPO), and the process can be long and complicated. Many companies in Singapore are considering mergers with special purpose acquisition companies (also known as SPACs) as an alternative to a traditional IPO.

What is a SPAC?

If you are familiar with capital markets, you have probably heard these terms before. Still, you may be wondering what SPAC means.

Here is a simple definition:

A SPAC (short for Special Purpose Acquisition Company) is a publicly-traded corporation formed with the objective of acquiring a privately held business to enable it to go public. In other words, they can grant private companies access to public markets. Because SPACs typically have no existing business operations or stated targets for acquisition, they are also known as “blank cheque companies”.

SPACs are normally formed by investors or sponsors with expertise in a particular industry or business sector, with the intention of pursuing deals in that area. Investors in SPACs can range from well-known private equity funds to the general public.

Mixed photo and illustration image of Singapore stock exchange market trading graph with the Singapore flag industrial area.

The capital raised through the SPAC process is placed in an interest-bearing trust account. Then, the SPAC founders have a limited time (typically 18 to 24 months) to acquire a suitable company.

The funds in the trust can only be dispersed for one of two reasons:

  1. to complete an acquisition of a company;
  2. to return the money to investors if they don’t complete an acquisition in the set timeframe.

After the SPAC successfully acquires the private company target (through a process known as “de-SPAC”), the target company then assumes the public listing on the exchange.

The rise of SPACs in Singapore

SPACs have been around since the 1990s and have increased in popularity since 2013. However, it wasn’t until 2020 that they really started to gain traction, attracting big-name underwriters and investors and raising a record amount of capital.

In 2020, SPAC listings accounted for more than 50% of new publicly listed US companies. By 2021, there were more than 600 SPACs in the US, raising $162 billion.

In the Asia-Pacific region, both Hong Kong Stock Exchange (HKEX) and Singapore Exchange (SGX) have received significant market interest to introduce SPAC in their capital markets.

Singapore launched its SPAC framework in September 2021, and to date, there have been three SPACs listed on SGX. Hong Kong followed suit, welcoming its first SPAC listing on the HKEX in March 2022.

As Asia continues to be the growth engine for the world, it is predicted that there will be many more companies in the region involved in SPACs, as both sponsors and targets.

Stock Landscape photo of the Singapore financial district and business buildings in the background. Colourful streaks representing speed of lighting also included.

SPAC benefits and challenges

Whether you choose to go public via traditional IPO or SPAC, you will face similar regulatory scrutiny.

But there are some benefits of SPACs, including:

  • Speed to market: a SPAC merger can expedite the timeline to become a public company, normally within 4-6 months, compared to an IPO, which typically takes 6-9 months.
  • Lower fees: SPAC transactions attract around 5-7% fewer fees than IPOs in terms of legal, audit, registration and administrative costs;
  • Flexibility in deal terms: SPACs offer more flexibility than IPOs when it comes to negotiating favourable deal terms, e.g., valuation or additional investment;
  • Greater market certainty: unlike traditional IPOs, target companies can negotiate the price of their stock up front — sometimes months before the transaction closes — giving them more certainty in volatile market conditions;
  • Access to expertise: SPAC sponsors are normally led by experienced management teams who can offer business insights and networks to leverage;

Preparing for successful SPACs in Singapore

A SPAC is created with the sole purpose of acquiring an operating business. It is also considered to be an alternative way of seeking a listing for a company.

However, these transactions are not without their challenges. Singapore companies will need to prepare for:

  • An accelerated public company readiness timeline: SPAC targets must be ready to operate as a public company within three to five months of signing a letter of intent.
  • Complex accounting, financial reporting and registration requirements: these may differ based on the lifecycle of the SPAC involved.

This means you will need expert guidance and a comprehensive project management plan to ensure you are ready to go.

You must also examine the stringent requirements for SPACs on Asian stock exchanges. For example, Singapore launched its SPACs framework in September 2021 and, to date, has seen three SPACs listed on SGX, with more to come.

Photo of a hand touching a graphic image of compliance rule law and regulation graphic interface

According to the SGX listing under the SPAC framework released in September 2021, companies must have the following key features:

  1. Minimum market capitalisation of S$150 million
  2. De-SPAC must take place within 24 months of IPO with an extension of up to 12 months subject to fulfilment of prescribed conditions
  3. Moratorium on Sponsors’ shares from IPO to de-SPAC, a 6-month moratorium after de-SPAC and for applicable resulting issuers, a further 6-month moratorium thereafter on 50% of shareholdings.
  4. Sponsors must subscribe to at least 2.5% to 3.5% of the IPO shares/units/warrants depending on the market capitalisation of the SPAC
  5. De-SPAC can proceed if more than 50% of independent directors approve the transaction and more than 50% of shareholders vote in support of the transaction
  6. Warrants issued to shareholders will be detachable and maximum percentage dilution to shareholders arising from the conversion of warrants issued at IPO is capped at 50%
  7. All independent shareholders are entitled to redemption rights
  8. Sponsor’s promote limit of up to 20% of issued shares at IPO

Choose a provider that knows the region

Companies considering a SPAC transaction will need to make sure they meet regulatory requirements for the market they’re operating in.

It is critical for target companies to understand the criteria and risks, as well as assess their readiness to operate as a public company, just as they would if they were considering the traditional IPO route. They need to prepare themselves to navigate these challenges.

Choosing an experienced corporate service provider with in-depth knowledge of SGX’s SPAC listing rules will help you navigate this complex territory.

Our team has over 50 years of experience with taking Singapore companies public and can help ensure you are compliant with local laws and regulations if you are considering a SPAC transaction. In fact, over 50% of SGX-listed companies trust us with their share registry services.

Think beyond the bell ringing

Whether you choose to go for a traditional IPO or the SPAC route, it’s important to think long-term. Once you go public, there are many ongoing requirements to consider.

Publicly listed companies are subject to high levels of scrutiny from shareholders and regulators alike. The list of ongoing obligations is long and complex, which is why it’s an SGX requirement to appoint a share registrar.

Partnering with a trusted share registrar in Singapore ensures your company remains compliant with local regulatory requirements while keeping shareholders engaged and informed.

Here are some typical services a share registrar provides:

  • ongoing share registry maintenance and administration;
  • ensuring all corporate actions are processed according to SGX regulations;
  • meeting management and scrutineering services.

And, if you operate across multiple jurisdictions, you will need someone who has specialist expertise and experience across multiple APAC countries.

As one of the leading corporate service providers in the Asia-Pacific region, BoardRoom has over 50 years of experience guiding many listed corporations in Singapore, Malaysia, Hong Kong, and Australia, including expertise with SPACs.

Contact us to set up a personalised consultation and see how we can add value to your business today.

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Singapore (2020) AGM Landscape Trends Report

Singapore_2020_AGM_Landscape_Trends_Report

Singapore (2020) AGM Landscape Trends Report

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2020 has been a year like no other with the COVID-19 pandemic disrupting the AGM market. BoardRoom’s dedicated Share Registry team conducted 188 virtual meetings covering various industries across the period of Circuit Breaker & Phase I. The teams navigated the volatility and uncertainty of the conditions and guided clients through an AGM season like never before.

BoardRoom Annual AGM Thought Leadership Paper FY2020

FY2020 saw an accelerated digital journey compressed into days and weeks in order to adapt to the new normal as a result of the pandemic.

This paper sets out our key thoughts, trends and commentary as we reflect on the past and what it means for the future ahead in a post-COVID environment.

About the Data

This section sets out the breadth and scope of our paper. The insights and analysis provided here were acquired through BoardRoom’s coverage of our clients where we provided Meeting Services.

About_the_Data
Technology

The pervasive use of technology was amplified this year as observed in the previous themes surrounding our medium of communication, dissemination of information, registration of shareholders, engagement medium etc.

Some issuers turned to web-based video conferencing software, instead of using a secure webcast.

Technology_statistic
AGM Shareholder Engagement
AGM_Shareholder_Engagement

Download the Full Singapore (2020) AGM Landscape Trends Report

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4 Services that a Top Share Registrar Provides

4 Services that a Top Share Registrar Providers

4 Services that a Top Share Registrar Provides

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4 Services that a Top Share Registrar Provides

Unless you are experienced in working with the capital markets, most would be unfamiliar with the differences between the type of services provided by different Share Registry Services providers. Some basic roles of a Share Registrar that most are aware of would be maintaining the register of shareholders for their listed and unlisted clients and ensuring that all Corporate Actions are processed according to the regulations listed by the Singapore Exchange (“SGX”). However, a top share registrar should go beyond these basic services and add value to their clients by providing a one-stop-shop approach to their service offering. In this article, we’ll discuss the 4 important services a top share registrar should provide.

01 Provides Secure Processes to Protect Clients’ Personal Data

An excellent share registrar takes on the task of liaising with regulatory parties such as SGX to ensure important information like the shareholder registers and lists of active shareholders are actively maintained. This is a standard service offering for a share registry provider, however, what differs between service providers are their policies and procedures around Personal Data Protection.

The information housed in the share register contains highly sensitive personal data like residential addresses and identity numbers, which are considered personal data and in Singapore, personal data is protected by law under the Personal Data Protection Act (“PDPA”). A professional Share Registrar will not only have strict policies and procedures in place to demonstrate compliance to the PDPA, but will also go one step further and showcase Accountability through the appointment of; and regular training of their Data Protection Officer (“DPO”). To learn more about why Accountability in Personal Data Protection is important, take a look at our joint article with the leader in Personal Data Protection governance, Straits Interactive.

02 Meeting Services: AGMs/EGMs/SGMs

Under the Accounting and Corporate Regulatory Authority (“ACRA”) all companies are required to hold Annual General Meetings (“AGM”) within four months after their financial year end (“FYE”). An exceptional share registry provider will offer meeting services to ease the stress of arranging for such meetings.

Other significant shareholder meeting services that a share registrar will provide are Extraordinary General Meetings (“EGMs”) or Special General Meetings (“SGMs”). These meetings are typically irregular and usually called for issues that require immediate resolution such as legal matters. As AGMs and EGMs are often a good gauge for shareholders to judge the company’s status, a successful shareholders’ meeting is crucial to boost stakeholders’ confidence in the company.

Given AGMs & EGMs involve important stakeholder voting on the passing of resolutions, a holistic package of meeting services should be offered to meet the needs of clients. AGMs and EGMs include several key stages: pre-meeting, during the meeting, and post-meeting, each with its own unique set of needs. We have listed the services an experienced Share Registrar would provide at each stage below.

Pre-meeting

  • Advise on event planning including the recommendation of vendors for catering, venues and expected timelines
  • Prepare and coordinate the printing and sending of Companies’ Annual Reports to shareholders
  • Process proxy forms and generate reports for clients to get an idea of the general sentiment regarding certain resolutions before the meeting
  • Sourcing of scrutineers if the Share Registrar is the registered Polling Agent
  • Prepare proxy summary listing based on the valid proxy forms received
  • Arrange for site survey and dry-run at meeting venue prior to the meeting (if necessary)

During the Meeting

  • Managing the attendees through attendance taking and ushering of shareholders
  • Verifying the attendee’s particulars to ascertain their identity as a valid shareholder before admission
  • Providing up to date attendance registration status
  • Run the polling, with support of relevant IT personnel
  • Provide Scrutineering services, provided the Share Registrar is not the registered Polling Agent. If they are, they are unable to provide this service
  • Computation of polling results

Post-meeting

  • Generation of an official certificate with the resolutions and polling results for the perusal of the Board of Directors and Chairman
  • Generate reports including information on shareholder attendees, audit trails on voting instructions by shareholders, to name just a few

Outside of this, an experienced share registrar should be pre-emptive and adapt quickly to changes. A good example would be during the COVID-19 pandemic which disrupted the traditional methods of holding AGMs. Social distancing measures made it almost impossible to hold physical meetings, resulting in a need for alternative solutions. Any exemplary service provider should enhance their voting/polling solutions to swiftly cater for Hybrid or Virtual AGMs.

03 Offers a Variety of Polling Solutions

There is no “one size fits all” polling service. Share registrars should anticipate the various needs of clients and advise companies on which polling solution is most suitable for them based on factors such as the number of shareholders or the company’s budget.

Detailed below are the common types of polling services in Singapore today:

  • Manual Polling/Voting – Executed through paper and pen with the share registrar manually counting the votes during a meeting. It can also be a semi-automated process where details and votes are captured electronically on a polling/voting solution. Typically used by companies with a small to medium shareholder base as the time taken can be longer due to the manual work needed as headcount increases
  • Electronic-polling/Voting – Administrated via handsets and smart cards provided to shareholders, a card reader is used to capture information which collates and display results instantly. This is usually engaged by companies with a sizeable shareholder base where speed and real-time polling data is an important factor.

04 Provides Support for IPO Listing

Whilst a lot of the services discussed above are post Initial Public Offering (“IPO”), an important role of a Share Registrar should be to support clients through their IPO listing. A professional share registry service provider offers support through advising on the SGX requirements for a successful listing in Singapore. There are many unknowns on an IPO journey, a capable share registrar will have experience across a variety of situations to ensure they can advise the necessary actions for a seamless experience founded on compliance and best practice governance. Some common areas an experienced share registrar can support with are:

  • Backend processes such as IPO application, IPO subscriptions and IPO administration
  • Both local and inbound overseas companies have specific requirements for IPOs, a Share Registrar experienced in regional dealings will be able to safeguard businesses from compliance risks

Conclusion

An exemplary Share Registrar should offer an astute suite of services that cater to clients’ needs. They should be proactive in all their dealings and prioritise delivering a service that alleviates administrative burden. A good share registrar can be the make or break for maintaining valuable shareholder relations and ensuring compliance with all local regulations to avoid any potential loss in reputation or monetary fines.

BoardRoom – Share Registry Services in Singapore

As one of the leaders and pioneers in the share registry industry, BoardRoom has over 50 years of experience guiding many listed corporations in Singapore, Malaysia, Hong Kong and Australia. Contact our Share Registry Services experts for your personalised consultation and see how we can add value to your business today.

Wondering what insights and experience a seasoned share registrar can bring to the table? Explore our full report on Singapore 2019 AGM Landscape Trends that we observed from our vast experience in handling a wide range of clients in the 2019 AGM season.

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State of the Market: Singapore (2019) AGM Landscape Trends Report

State of the Market: Singapore (2019) AGM Landscape Trends Report

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Delivering 151 meetings across the month of April, our dedicated Share Registry team had access to more meeting data than any other organisation in Singapore. This report delivers key insights into the current state of the AGM market, the impact of technology and regulation changes as well as prevailing trends in a digestible 10-page report.

BoardRoom First Annual AGM Thought Leadership Paper FY2019

In FY2019, our dedicated Share Registry Team successfully delivered 151 meetings in Singapore notably for the April peak season, including AGMs, General and Scheme meetings. As a market leader in the Meeting Services space today, we have significant access to more meeting data than any other organisation in Singapore, which offers the opportunity to provide an in depth analysis of AGM activities, combining detailed voting and attendance outcomes across SGX listed entities.

This paper aims to deliver insights by decoding the following key questions:

  1. What are some of the prevailing trends at AGMs today?
  2. How is technology impacting the way we deliver our AGMs today?
  3. How is the evolving regulation and its landscape shaping our AGM environment today?
About the Data

This section sets out the breadth and scope of our paper. The insights and analysis provided here were acquired through BoardRoom’s coverage of our clients where we provided AGM meetings and Electronic Polling services.

AGM Key Highlights
AGM Logistics

Logistics continue to be a key consideration when it comes to AGMs today. The needs and requirements largely vary across different companies but still driven by expected interest in attendance by shareholders and the Board of Directors (“BOD”) attitude towards its AGM as a communication event. Hotel’s continue to be the preferred choice of venue for the majority of companies to enable the facilitation of large shareholder crowds. However, we have observed an emerging trend towards simple venue layouts with minimal refreshments to ensure full participation and engagement on pertinent issues.

AGM Logistics
AGM Shareholder Engagement
AGM Shareholder Engagement

Download the Full Singapore (2019) AGM Landscape Trends Report

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Interview Series: A Day In The Life of a Share Registry Officer

Interview Series: A Day In The Life of a Share Registry Officer

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Interview Series

A Day In The Life of an SRO

I. Share Registry Officer

1. Describe myself in a sentence or collection of words?

I’m a small-town boy, who is sport obsessed, a proud Manchester United fan, avid sneakerhead aka collector with an undeniable sweet tooth and Netflix and chill is life.

 

2. What’s your best dad joke?

What do you call an elephant that doesn’t matter? Irrelephant. (Full disclosure, I had to Google this lol)

 

3. How do you explain to people what you do?

I’d say that I work in a very niche service role that not a lot of people know. Basically, I do client servicing for listed and un-listed companies. They could be publicly listed on the Singapore Stock Exchange or elsewhere. From a client servicing standpoint, I do a whole range of things but one of which is answering shareholder enquires – as an example someone has enquired about any upcoming meetings or dividends (money issued to shareholders), or a change in the shareholders particulars e.g. name, address etc.

 

4. Walk me through a typical day in the office at Boardroom.

I usually get to the office around 8am or 8:15am (I know it sounds early!) but I like to have my breakfast here (honeydew melon, 2 pieces every day), and read the news, basically ease into my day. Then I’d start my work, clearing emails transferring of shares, issuing of cheques to shareholders. I also work with someone on my team to help the newcomers with training each day. At about 11:00 or 11:30 (to beat the Raffles rush!) we usually go out for lunch, there’s loads around thankfully as we’re a bit too lazy to walk too far 😉 after lunch I continue with my work and also train new team members. Then late in the afternoon I’ll plan for the following day or any peak upcoming meeting seasons.

 

5. What’s your favourite element of the job?

There’s two elements to this for me, the professional piece and the personal. I’ll start with the professional which would be the completion of a successful meeting. It’s difficult to describe the sense of accomplishment when you’re involved in the whole process and the meeting goes off without a hitch and you have a very happy client. I just feel a huge sense of achievement. The other element that I love about my job is the people – they’re awesome! Especially in Share Reg, I don’t see them as colleagues, I genuinely see them as friends. We hang out during work, after work and on the weekends!

 

6. Did you know what an AGM was before you started work here?

I was aware of the term, but I had no real idea of what the proceedings were and what the purpose was.

 

7. What are you looking forward to right now?

Pay day! Kidding (sort of haha). In all seriousness, meeting my clients. Our clients typically have their meetings once a year, so I love putting a face to the name I’ve been seeing in my inbox all year!

 

8. What was your first AGM experience like?

I was soo nervous, especially because this happened in my first few days on the job! I was part of the registration team, it felt very formal, but I had a very supportive senior manager who walked me through the entire process. It made me feel more relaxed and settle into the job. Once the meeting started I went into the meeting room to take down questions, it was a bit daunting at first as there was a lot of technical terms flying around where shareholders were quizzing the board on decisions but I feel that overall it was an awesome experience sitting inside the meeting as it gave me a great overview of the company, how they’re doing and where they’re headed.

 

9. Why do you love working with your team?

They’re all a friendly and fun bunch of people. Plus, my manager is super knowledgeable and supportive, I’ve learnt a lot from her.

 

10. What’s your biggest takeaway from your experience here at Boardroom Share Registry Services?

Our clients that we deal with are all high-level management, as a result I’ve learnt best-practicing client servicing such as speaking professionally, managing expectations and building relationships. I’ve also learnt a lot about the industry. Most importantly, I’ve made some lifelong friends – everyone in the team is around my age and we all just get along so well.

II. Share Registry Officer

1. Describe myself in a sentence or collection of words?

I’m a massive foodie, friendly, outgoing, I could talk to people all day, easily adaptable, very organised except for at home with my clothes, I love travelling for the food and people. I listen to all types of music and am definitely prefer dogs to cats

 

2. What’s your best dad joke?

Ok I’ve got one – what do you call it when a short person waves? A microWAVE! Get it??

 

3. How do you explain to people what you do?

It’s very difficult to explain, I usually start off with I’m a Share Registry Officer and end at Client Services Officer, which certainly doesn’t do justice to the job but it’s really hard to explain to people, especially if they themselves don’t invest as they don’t understand the language we use or the parties we work with like SGX.

 

4. Walk me through a typical day in the office at Boardroom.

A day in BoardRoom varies according to the month we’re in. So, in April you walk into the office and it will be empty as we’re all out for AGMs during the day but at night the office will be filled with people as we’re all back preparing for the next day’s AGM. It’s such a crazy month! Then on the months with distribution (about 4 months), we’re busy with tax declaration forms and preparing of cheques, it’s a fun time because we all sit around opening mail together laughing and chatting. In December we enjoy taking long lunches and feasting on the Christmas buffets, so we take a breather and reset for the next year. We also get a lot of gifts from clients during this time of the year like hampers and cookies.

 

5. What’s your favourite element of the job?

Definitely gaining new knowledge every day. For me it’s always interesting because for every client the corporate action is completely different, so as a result I learn a lot of stuff that I would never have learnt if it weren’t for the role I’m in. You learn soo much here! Sometimes I think it’s too much for my brain

 

6. Did you know what an AGM was before you started work here?

No, not really. Fun fact, I actually started out here as a temp staff to just help out with the AGMs, I’d just graduated from school and I had no idea what AGM, financial year-end, etc meant! I’ve come a long way since then!

 

7. What are you looking forward to right now?

I’m looking forward to my next lunch buffet! Kidding! There is one of our clients who always put on the BEST spread at their AGMs. I look forward to it every year and the team always fights over who gets to attend. And sometimes seeing and meeting cute guys aka young lawyers!

 

8. What was your first AGM experience like?

Oh my gosh, that was 5 years ago so I barely remember! There was no polling then, so it was a little simpler than today. My first experience when I was fronting the AGM, i.e. when you need to read the procedures was quite nerve-wracking as everyone is staring at you, the Chairman, the Board, the Shareholders. But it’s a huge sense of accomplishment when everything goes smoothly.

 

9. Why do you love working with your team?

My team is awesome!! For me I think I have great managers and colleagues that always help one another. There’s a real ‘no man left behind’ mentality so we share everything 😊 and we laugh a lot! We’re like a family, we hang out outside of work and have gone on trips together. Working here has really bonded us.

 

10. What’s your biggest takeaway from your experience here at Boardroom Share Registry Services?

There’re too many things! I’ve learnt how to be calm under pressure. To also be able to adapt in a lot of different scenarios and deal with things professionally. I’ve made a lot of connections too. Sorry! I can’t just limit it to one!

III. Share Registry Officer

1. Describe myself in a sentence or collection of words?

I come from the city of smiles, am coffee and rice obsessed, a sunset chaser and dog lover with a weird obsession for gory shows (Game of Thrones anyone?). I love my friends, but I also love ‘me time’. Oh, and most importantly I’m a karaoke tragic and can sing Mariah Carey until the sun rises!

 

2. What’s your best dad joke?

My dad is actually very funny, and this is his joke that I can never forget…
One day he told us what our baby’s name should be based on a combination of our partners’ name and our name! Some of them were hilarious!

So, for my sister Hannah whose boyfriend was Robel; their baby should be named Harob. For my sister Nissi who’s boyfriend was Paul – the baby’s name should be Nipaul (haha). And mine was the least ugly, I was with this guy named Carlo, and he said our baby should be named Loren (not so bad right haha)

 

3. How do you explain to people what you do?

To be honest I’m really struggling with explaining to people what I do because people don’t know what Share Registry is so most of the time I tell them I do an operational job in this company called BoardRoom. If they want to know more, I will then explain what BoardRoom does and say as an example if a company wanted to list on the Singapore Stock Exchange they would need to approach a Share Registrar to manage their shares, that’s where we come in. I would then say day to day we process tax forms for clients so that their investors won’t be taxed internationally. Amongst other things of course.

 

4. Walk me through a typical day in the office at Boardroom.

I’m a sunset chaser who struggles to wake with the sun. When I get into the office I start by checking emails and thinking about when I can go and get a coffee. (lol) After that I spend a lot of time completing tax forms, replying to emails, answering phone calls. I usually go out for lunch with a few of my team around 11:30 (we don’t really eat breakfast so are starving by this time!) we usually to a great local Indian restaurant. I then go back to the office and drink a lot of tea and continue with any ad-hoc requirements or jobs that are outstanding from the morning. I’m also studying part-time, so I usually have classes after work.

 

5. What’s your favourite element of the job?

I actually work really closely with senior staff in the company assisting their projects. I take a huge amount of pride in what I do and ensuring I’ve done a good job, so I love when I am recognised for that.

 

6. Did you know what an AGM was before you started work here?

I had no idea what an AGM was before I started here! My background before this was customer relations in a hotel so this is a whole new world for me!

 

7. What are you looking forward to right now?

I’m really looking forward to finishing my studies, it’s just around the corner. From a working standpoint, we’ve just had a new boss come in so I’m excited to get to know him and see how the team and my career develops under his management, especially once I finish my studies.

 

8. What was your first AGM experience like?

I started working at BoardRoom at the end of September and October is a peak season for AGMs so on my second week I attended my first AGM and helped with registration. I was worried about wanting to look professional and ensure I could answer client questions, but the team was really supportive and assured me that I wouldn’t be put on the spot like that and to just watch and learn which made me feel really comforted. It was a great learning experience seeing the teamwork through the AGM and interact with clients.

 

9. Why do you love working with your team?

We really treat everyone as a family and not just my team but the wider Share Registry team. We’re always happy to help one another out no matter how busy we all are. I genuinely feel like we’re all part of a family.

 

10. What’s your biggest takeaway from your experience here at Boardroom Share Registry Services?

Working here has really built my confidence because the team is so supportive and encouraging. In addition to this, I can see how much I’ve learnt since starting here and this continues every day, so it makes me feel like I’m continually growing and developing in myself.

IV. Share Registry Officer

1. Describe myself in a sentence or collection of words?

I’m all about a slow pace of life, brunches, binge-watching Korean drama & Marvel movies on Netflix (yep my tastes are diverse)! I love travelling, mostly to Australia as they’re just so chill! I also have an upcoming epic collection of statues and figurines, the biggest addition to my collection will be Optimus Prime!

 

2. What’s your best dad joke?

I don’t really have one, as I’m not good at remembering jokes sorry! I’m sure I’ve heard some good ones though.

 

3. How do you explain to people what you do?

It’s tough as most people don’t really understand what we do unless they are very into the stock market. So, I basically say that we help listed companies on SGX with things like corporate action (share transfer etc.) and help clients to manage and plan for their general meetings (AGM, SGM, EGM etc.).

 

4. Walk me through a typical day in the office at Boardroom.

For the most part I spend my days checking emails, replying to shareholder queries and calls with my clients. There’s also a lot of ad hoc activities to do so it’s a good change of pace and keeps things interesting. For me the best part of my days are the people I work with. We have such a great team and spend a lot of time together, sometimes too much time when I think about some of the conversations we’ve had over lunch, nothing is off-limits, including bowel movements and bad dates! haha

 

5. What’s your favourite element of the job?

Even though we work in an office job there are times where we are able to leave the office for AGMs and site visits which are really exciting and different.

 

6. Did you know what an AGM was before you started work here?

I only had a vague idea of what an AGM was i.e. it was an annual meeting with shareholders, but I had no idea what was discussed and how they work.

 

7. What are you looking forward to right now?

5:30? (haha, kidding!) I have an AGM coming up tomorrow so I’m looking forward to that.

 

8. What was your first AGM experience like?

Slightly nerve-wracking as I was afraid I wouldn’t be able to register shareholders properly. My first AGM was a big one and I was actually supporting another team who were really busy. The team I was assisting were so helpful and really supportive as they knew it was my first time – the teamed me up with a buddy who was able to assist me and help with my confidence on the day.

 

9. Why do you love working with your team?

They’re fun, young, helpful and energetic.

 

10. What’s your biggest takeaway from your experience here at Boardroom Share Registry Services?

I’ve been able to learn more about how the stock market and listing company works, I’ve actually found it to be really interesting – more than I originally expected which has been great!

Looking For Share Registry & Meeting Services In Singapore?

BoardRoom is the market leader in share registry services, helping to guide companies through their IPOs, from executing shareholder meetings, running proxy votes, scrutineering to serving as a share registrar.

With a 50 + year track record of success serving over 7,300 clients regionally, we are the experts in helping companies, from multinational corporations to fast-growing SMEs, allowing them to focus on what matters – growing their business.

Contact us today and empower your organisation with our range of corporate solutions.

Or you can also learn more about our share registry and meeting solutions here.

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Shareholder Meetings in Singapore ~ Emerging Trends and the Rise of Activism

Shareholder Meetings in Singapore ~ Emerging Trends and the Rise of Activism

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April 2018 was an exciting month for BoardRoom Corporate & Advisory Services (“BoardRoom”) which was appointed as the Polling Agent for more than 230 Shareholder Meetings. Whilst the BoardRoom team has a strong legacy of successfully delivering Shareholder Meeting services (which includes Registration, electronic and paper Polling, as well as logistics arrangements) every April peak season is an exciting period for our teams who are committed to the successful delivery of every meeting.

Key Highlights of Our April 2018 Season
  • 232 Annual General Meetings and Extraordinary General Meetings conducted
  • More than 18,000 shareholders were registered by our teams
  • 150 permanent and contract staff were deployed to execute the Meetings
Emerging Trends from Shareholders’ Q&A

Facts & Figures ~ Shareholders continue to be keenly interested on how their investment in the Listed Company has performed over time. More detailed questions are being asked relating to key performance metrics, comparing results against the budget, and whether the performance is in line with the long-term strategy already set out.

Telling the Corporate Story ~ The Board of Directors and Senior Management have become more adept in sharing the vision of the business and now are more understanding of the perspective of investors. Savvy retail investors are increasingly concerned over detailed developments of the Company which includes acquisitions and divestment, as well as the causes of significant impairment. The Boards and Management respond by sharing more of the observable trends relating to their specific industry.

Return on Investment ~ One of the often recurring discussions pertain to dividend policy as Investors continue to pursue dividend yield and acutely question Management on their rationale for cash preservation. Businesses now have to be clear about how they align their corporate story to the long-term strategy, in the attempt to convince investors to wait longer for larger pay day.

Board Governance ~ The topic of Board diversity has become increasingly rife. As at 31 December 2017, women directors increased to 13.1% of directorships on boards of the Top 100 primary-listed companies on the Singapore Exchange (SGX). The 20% increase from 2016 is the highest increase over the past three years, after 10.9% in 2016, 9.5% in 2015 and 8.6% women on board in 2014. Another key area pertains to the potential changes in the Code of Corporate Governance relating to the “Nine-year-Rule” for Director Independence. The proposed revision provides a “hard-line” criteria that Independent Directors cannot serve for more than 9-years on the same company. While waiting for the final outcome, Companies and Shareholders already see this development as an opportunity for Companies to commence the search for new qualified Independent Directors.

The Rise of Activism

Shortly after the conclusion of the April 2018 season, there were some developments in Shareholder Activism during meetings, one of which was widely-publicized. In an unprecedented move, the Singapore Exchange called for one listed-company to hold a new EGM due to inaccuracies in the submission of information for the meeting and shareholder disputes relating to the conduct of the original EGM.

NUS Business School Associate Professor Lawrence Loh, who is also a director at the Centre for Governance, Institutions and Organisations, made the following comments on SGX RegCo’s unprecedented move –

“It reflects the increasing trend by the regulator to be more interventionist when something is amiss, and willing to take on company-specific action. This more direct approach in regulating companies is much preferred than spraying across the horizon, without actually targeting or hitting anyone specific.”

For more information on BoardRoom’s Shareholder Meeting Services, please contact us at [email protected] or drop me a text via LinkedIn!

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YOUR POINT OF CONTACT

Ang Lea Lea

Senior Tax Advisor

YOUR POINT OF CONTACT

Chester Leong

Regional Managing Director, BoardRoom Business Solutions