What Are Extraordinary General Meetings (EGM) in Singapore?

Understanding the Purpose and Importance of Extraordinary General Meetings

EGMs, also known as Extraordinary General Meetings, are an essential aspect of corporate governance. These meetings address urgent matters that must be completed on the next Ordinary General Meeting, typically held annually. EGMs serve as a platform for companies' shareholders to weigh in on critical issues that can significantly impact the company's operations and future.

One of the primary purposes of an EGM is to ensure that important decisions are made in a transparent and democratic manner. When crucial matters arise, such as changes to the company's constitution, mergers and acquisitions, or significant alterations to the management structure, it is vital to involve shareholders in the decision-making process. By convening an EGM, the company provides an opportunity for shareholders to express their opinions, raise concerns, and contribute to the decision-making process.

EGMs hold great importance as they provide a forum for shareholders to exercise their voting rights. Shareholders are the owners of the company, and their voices should be heard when making significant corporate decisions. These meetings foster a sense of participation and accountability, ensuring that major decisions are not made unilaterally or without shareholders' consent.

During an EGM, shareholders can discuss and debate the matters at hand. This open dialogue allows for thoroughly examining different viewpoints and perspectives, leading to well-informed decisions. Shareholders can present their arguments, ask questions, and seek clarifications from the company's management or board of directors.

Furthermore, EGMs provide a platform for shareholders to better understand the company's operations and strategies. By discussing critical issues, shareholders can obtain insights into the rationale behind certain decisions and the potential impact on the company's performance. This increased transparency helps build shareholder trust and confidence, enhancing the overall relationship between the company and its owners.

Additionally, EGMs serve as a mechanism to hold the company's management accountable. Shareholders can voice their concerns regarding the company's performance, governance practices, or any other relevant matters. This accountability ensures that the management team acts in the company's and its shareholders' best interests, as they are answerable to the business owners.

Differences Between Ordinary General Meetings and EGMs

Unlike Ordinary General Meetings, which are held at regular intervals (usually annually), EGMs are convened on an as-needed basis. Ordinary General Meetings have a predefined agenda and cover routine matters such as the approval of financial statements, the appointment of auditors, and the declaration of dividends.

On the other hand, EGMs deal with exceptional circumstances that require immediate attention.

Another key distinction is the threshold for passing resolutions. While most resolutions in Annual General Meetings require a simple majority, certain resolutions in EGMs, such as changes to the company's constitution, may require a higher voting threshold, such as a three-fourths majority or a special resolution.

Reasons for Convening an EGM

An Extraordinary General Meeting (EGM) in Singapore may be convened for various important reasons that require urgent attention and decision-making. These reasons typically include significant issues that must be resolved before the next Annual General Meeting (AGM) or matters that require immediate shareholder approval.

Exploring common scenarios that trigger an extraordinary general meeting

Several common scenarios can lead to the convening of an Extraordinary General Meeting in Singapore. One of the primary triggers is when the board of directors identifies a pressing matter that requires shareholder approval. Shareholders, too, can demand an EGM by submitting a requisition that meets certain criteria outlined in the Companies Act. Other situations that may necessitate an EGM include disputes among directors or shareholders, issues with the company's financial stability, or changes in the company's objectives or structure.

Resolutions and matters addressed at EGMs

During an Extraordinary General Meeting, shareholders have the opportunity to vote on important resolutions and address critical matters. Resolutions are proposed solutions to the issues at hand, requiring shareholder approval to be adopted. Matters discussed at EGMs may include amending the company's constitution, authorising significant financial transactions, approving changes in share capital, appointing or removing directors, and ratifying extraordinary decisions made by the board. The outcome of these resolutions shapes the company's future direction and can profoundly impact its operations.

Legal Requirements and Procedures

Convening an EGM in Singapore is subject to specific legal requirements and procedures that must be followed to ensure compliance with the Companies Act and other relevant legislation. These legalities are crucial to maintaining transparency, protecting shareholders' rights, and upholding corporate governance standards.

Legal framework and compliance for holding an EMG in Singapore

The legal framework for holding an EGM in Singapore is primarily governed by the Companies Act and the company's constitution. The Companies Act sets the rules for convening and conducting general meetings, including EGMs. It stipulates the minimum notice period, the quorum required for the meeting to proceed, and the majority needed to pass resolutions. To ensure compliance, companies must carefully adhere to these regulations and ensure that shareholders are given ample time and information to make informed decisions during the meeting.

Notice period and documentation requirements

In Singapore, companies must give shareholders sufficient notice before holding an EGM. The notice period is typically stipulated in the company's constitution but must also comply with the minimum requirements set out in the Companies Act. The company must provide relevant documentation related to the matters discussed at the EGM along with the notice. This includes the proposed resolutions, explanatory statements, financial reports, and any other information necessary for shareholders to understand the issues.

Convening an EGM

Convening an Extraordinary General Meeting involves a series of steps and responsibilities that must be carefully managed to ensure a successful and legally compliant gathering.

Calling and organising an EGM: steps and responsibilities

The process of calling and organising an EGM starts with the company's board of directors identifying the need for the meeting. They must then decide on the agenda, proposed resolutions, and the EGM's date, time, and venue. The company's secretary is vital in coordinating the logistics, preparing the necessary documentation, and ensuring compliance with legal requirements. Additionally, the board must communicate with shareholders, issue the official notice within the prescribed time frame, and handle any requisitions from shareholders.

Role of company directors and shareholders in EGM preparation

Company directors, including non-executive directors, have a crucial responsibility in preparing for an EGM. They must act in the company's and its shareholders' best interests, ensuring that the meeting addresses significant issues and that shareholders are provided with all relevant information to make informed decisions. On the other hand, shareholders should actively engage with the company and participate in the meeting in person or by proxy to exercise their voting rights and contribute to the decision-making process.

Sending Notices and Agenda

Sending notices and drafting a comprehensive agenda are essential elements of convening an EGM in Singapore.

Drafting and sending EGM notices to shareholders

The process of drafting EGM notices involves clear and precise communication with business shareholders. The notice must include the date, time, and venue of the meeting, along with the proposed agenda and resolutions to be voted on. Additionally, it should specify the quorum required for the meeting to proceed and the voting requirements for each resolution. The notice must be sent to all shareholders within the specified notice period, ensuring that they have adequate time to prepare and participate in the EGM.

Crafting a comprehensive agenda for the meeting

A well-crafted agenda is essential for an EGM, as it outlines the topics to be discussed and the resolutions to be voted on. The agenda must cover all relevant matters that require shareholder approval and provide sufficient context and information for shareholders to make informed decisions. Crafting a comprehensive agenda requires collaboration between the board of directors and the corporate secretary in Singapore, ensuring that all critical issues are adequately addressed and that the meeting stays focused and productive. The corporate secretary plays a pivotal role in preparing the agenda and ensuring compliance with legal requirements, making the EGM a well-organized and efficient event.

Understanding Quorum Requirements for EGMs and the Procedures for Voting

Quorum represents the minimum number of shareholders required to be present at the meeting for it to proceed. The specific quorum requirements for EGMs depend on the company's constitution and the nature of the resolutions to be passed.

During the meeting, shareholders will have the opportunity to cast their votes on various resolutions. The specific voting procedures and requirements will be outlined in the company's constitution and the notice of the EGM. These may include procedures for proxy voting, voting by poll, or a show of hands.

What Is Proxy Voting?

Proxy voting allows shareholders who cannot attend the EGM in person to appoint a representative (proxy) to vote on their behalf. Shareholders can appoint someone they trust to represent their interests and make decisions on their behalf during the meeting.

Proxy voting is a practical option that ensures shareholders have a say in decision-making, even when they cannot physically attend the EGM. It promotes inclusivity and enables shareholders from different locations to participate in decision-making.

EGM Resolutions and Outcomes

The outcome of an EGM depends on the resolutions put forth and the votes cast by shareholders. Resolutions can either be approved, rejected, or amended during the meeting, depending on the shareholders' collective decisions.

Once the resolutions have been voted upon and passed, they become binding on the company and its shareholders. It is essential to accurately record the resolutions and outcomes to maintain transparency and uphold the decisions made during the EGM.

Importance of Accurate Meeting Minutes in Documenting EGM Proceedings

Meeting minutes are an official record of the discussions, decisions, and resolutions passed during an EGM. Accurate and detailed minutes are crucial in documenting the proceedings and maintaining an official record of the meeting's outcomes. They provide future reference and ensure compliance with legal, regulatory, and internal governance requirements — pivotal aspects of accurate bookkeeping.

Meeting minutes should capture the key points discussed, voting results, resolutions passed, and any dissensions expressed by shareholders. By recording the minutes carefully, companies can demonstrate their commitment to transparency and accountability, ensuring that the decisions made during the EGM are properly documented and can be referred to whenever necessary.

Conclusion

Extraordinary General Meetings (EGMs) in Singapore serve as important platforms for shareholders to participate in critical decision-making processes and shape a company's future. EGMs provide opportunities for shareholders to address urgent matters that cannot wait until the next Ordinary General Meeting and ensure that significant decisions are made collectively and democratically.

By understanding the purpose, importance, and procedures surrounding EGMs, shareholders can actively engage in the decision-making process, exercise their voting rights, and contribute to the long-term success of the company. Properly convening and conducting an EGM, adhering to legal requirements, and accurately documenting the proceedings through meeting minutes are essential for maintaining transparency, compliance, and effective corporate governance.

Osome Content TeamVIP Contributor

Osome has been collaborating with 21 authors from 4 countries. We embrace diversity and are proud that lawyers and founders, journalists and financial analysts choose to work with us. 

Learn more

• Table of contents
• Share this post
• Scroll to top