F&N believes in treating all shareholders fairly and equitably. It is committed to keeping all its shareholders and other stakeholders informed, in a timely and consistent manner, of its corporate activities, including changes (if any) in the Company or its businesses which are likely to materially affect the price or value of its shares or are likely to influence persons who commonly invest in securities in deciding whether or not to subscribe for, or buy or sell its shares, in a timely and consistent manner.
Shareholders of F&N are also given the opportunity to participate effectively and vote at general meetings of the Company, where relevant rules and procedures governing such meetings (for instance, how to vote) are clearly communicated.
Conduct of Shareholder Meetings
The Board supports and encourages active shareholder participation at AGMs. It believes that general meetings serve as an opportune forum for shareholders to meet the Board and senior management, and to interact with them.
The Company’s Constitution allows (i) each shareholder who is not a relevant intermediary (as defined in the Companies Act) the right to appoint up to two proxies and (ii) each shareholder who is a relevant intermediary to appoint more than two proxies to attend and vote on their behalf in shareholders’ meetings. A copy of the Notice of AGM is sent to all shareholders. As for the Annual Report and the Company’s letter to shareholders in relation to certain resolutions being tabled at the AGM (“Letter to Shareholders”), in line with the Group’s sustainability strategy, these documents are made available for download from the Company’s corporate website. Printed copies of the Annual Report and Letter to Shareholders are available on request.
At general meetings, the Company sets out separate resolutions on each substantially separate issue unless the issues are interdependent and linked so as to form one significant proposal. Where resolutions are “bundled”, the Company explains the reasons and material implications for doing in the notice calling for the general meeting. Shareholders are given the opportunity to raise questions and clarify any issues that they may have relating to the resolutions to be passed.
Board members and senior management are present at each shareholders’ meeting to respond to questions from shareholders. In general, all Directors are expected to attend general meetings of shareholders, unless they are unable to attend due to exigencies. The Company’s independent auditor is also present to address queries about the conduct of audit and the preparation and content of the independent auditor’s report.
For greater transparency, F&N has implemented electronic poll voting since its 2010 AGM. This entails shareholders being invited to vote on each of the resolutions by poll, using an electronic voting system (instead of voting by hand), thereby allowing all shareholders present or represented at the meeting to vote on a one share, one vote basis. The voting results of all votes cast for, or against, each resolution is then screened at the meeting and announced to the SGX-ST after the meeting. An independent external party is appointed as scrutineer for the electronic voting process to count and validate the votes at general meetings.
Provision 11.4 of the Code provides for a company’s constitution to allow for absentia voting at general meetings of shareholders. F&N’s Constitution currently does not, however, permit shareholders to vote at general meetings in absentia (such as via mail, email or fax). F&N will consider implementing the relevant amendments to the Constitution if the Board is of the view that there is a demand for such alternative methods of voting, and after the Company has evaluated and put in place the necessary security processes to facilitate in absentia voting, and prevention measures against errors, fraud and other irregularities. In line with Principle 11 of the Code, shareholders nevertheless have the opportunity to communicate their views on matters affecting the Company even when they are not in attendance at general meetings as shareholders are able to appoint proxies to vote on their behalf at general meetings through proxy forms sent in advance.
Beginning from the 2020 AGM, F&N has published minutes of general meetings of shareholders on its corporate website as soon as practicable after the relevant general meeting. Such minutes will record substantial and relevant comments or queries from shareholders relating to the agenda of the general meeting, and responses from the Board and management, which are addressed at the AGM.
In view of the COVID-19 pandemic, the 2021 AGM was convened and held by way of electronic means on 21 January 2021, pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (the “COVID-19 Temporary Measures Order”). The alternative arrangements put in place for the conduct of the 2021 AGM included (i) attendance at the AGM via electronic means (including arrangements by which the meeting can be electronically accessed via live audio-visual webcast or live audio-only stream), (ii) submission of questions to the Chairman of the meeting in advance of the AGM, and (iii) voting at the AGM by appointing the Chairman of the Meeting as proxy.
In view of the ongoing COVID-19 situation in Singapore, the forthcoming 2022 AGM will again be convened and held by way of electronic means on 18 January 2022, pursuant to the COVID-19 Temporary Measures Order. The same alternative arrangements for the AGM will be put in place as last year except that this year, Shareholders will additionally be able to (i) submit questions to the Chairman of the Meeting “live” at the AGM, and (ii) vote at the AGM “live” by electronic means or by appointing a proxy(ies) (other than the Chairman of the Meeting) to vote on their behalf.
Electronic Poll Voting
For greater transparency, F&N has implemented electronic poll voting since its 2010 Annual General Meeting ("AGM"). This entails Shareholders being invited to vote on each of the resolutions by poll, using an electronic voting system (instead of voting by hands), thereby allowing all Shareholders present or represented at the meeting to vote on a one share, one vote basis. The voting results of all votes cast for, or against, each resolution are then screened at the meeting and announced to the SGX-ST after the meeting. The Company will continue to use the electronic poll voting system at the forthcoming AGM.
RESULTS OF ANNUAL GENERAL MEETING HELD ON 21 JANUARY 2021
RESULTS OF ANNUAL GENERAL MEETING HELD ON 29 JANUARY 2020
RESULTS OF ANNUAL GENERAL MEETING HELD ON 29 JANUARY 2019
RESULTS OF ANNUAL GENERAL MEETING HELD ON 29 JANUARY 2018
RESULTS OF ANNUAL GENERAL MEETING HELD ON 24 JANUARY 2017