Sunday, 6 April 2008

How Minute Should the Minutes of the Meetings Be?

There's been some questions raised recently about what should be included in the contents of the Minutes of an enbloc EOGM. Some argued that the minutes should only contain the resolutions, nothing more. Others say that minutes should be as detailed as possible so that people can be kept informed; it should include, for example, question and answers, comments, queries, issues raised. The amended LT(S)A is 'quiet' about this, aside from requiring that minutes of EOGMs be kept, and they be displayed or passed to owners.

First, let's get back to the amended LT(S)A. Prof Jayakumar during the 2nd reading of the amendments on 20 September 2007 clarified the reasons for the amendments. He pointed they are for procedural clarity,to "provide additional safeguards and ensure greater transparency for all owners" (Reading available here). So safeguards and transparency for all owners are among the main rationale for the amendments to the law.

Second, let's look at corporate practice. In 2003, the investor watchdog body Securities Investors Association of Singapore (SIAS) urged listed companies to keep detailed minutes of shareholders' meetings. They strongly suggested including "comments and queries by shareholders and responses by the board and management" (BT 18 Feb 2003). This, they argue, will improve best practices in accountability, transparency, corporate governance, and will make the company more responsible to the shareholders. From the BT article:

Members complain that many companies refuse to record even the gist of relevant questions asked by them and answers given by the chairman of the meeting,' the statement said. 'Especially in the current environment of greater shareholder participation at general meetings and the emphasis on greater transparency and disclosure, Sias finds this practice of keeping skimpy minutes to be totally unacceptable.'

'Not to record comments or queries from minority shareholders represents total disregard for and disrespect of minority shareholders. It expunges whatever they have said from the institutional memory of the company. It is as if they never said anything at the meeting, as if they are too unimportant to say anything worth recording.'

Are there examples of companies that provide detailed minutes? Microsoft publishes a verbatim transcript of their AGM online, as well as the AGM video. Locally, Qian Hu Corporation published detailed minutes of their AGM, earning them Investors' Choice Golden Circle Special Merit Award for transparency (BT 13 Mar 2004).

Shouldn't what SIAS suggest be the same good practice for our enbloc EOGMs? After all, isn't the law amended to allow for greater transparency and more safeguards for all owners, including minority owners?

Or to paraphrase SIAS, do SCs that choose not to provide detailed minutes of their EOGMs have a "total disregard for and disrespect of" owners who have the courage to stand up, ask questions and raise issues with the sale? "It is as if [such owners] never said anything at the meeting, as if they are too unimportant to say anything worth recording."

SIAS warned that one consequence of having skimpy minutes is that because shareholders feel they are insignificant, they are less willing to ask questions. Perhaps this is what SCs hope for - a subservient group of owners who will just nod, agree, and do whatever the SC wants them to do.

There should be no reason why SCs cannot provide detailed minutes of EOGMs, including the minuting of questions, comments, issues raised by individual owners and the responses from the SC. None, unless they do not think highly of 'transparency', 'safeguard', 'responsibility' and 'accountability.


itshometome said...

There are ways to ensure that the minutes of your EOGM are comprehensibly covered. If you know that an EOGM is being planned the you should:
1)Write in to the Secretary of the MCST with a list of your questions to be tabled with the Notice of the EOGM. Do this before the Notice has been sent out (very important). He will have to comply and the questions will be included in the notice for all SPs to see.
2) If you want a resolution to be included (ie a vote for something or other. eg limit the number of EOGMs say)- then write in to the Secretary of the MCST with this resolution. He will have to comply.
3)When you stand up at a meeting, always say your name, unit number and " I would like my question and answer reflected in the minutes of this meeting, please." They will have to comply.
4) When you get the minutes of the meeting, compare it with your tape and add in the missing bits to be presented to the STB at a later date, should it be necessary.

You really do not know what to do until it is too late - so take advice from others who have 'been there' and regrettably 'not done that'.

Remember to READ THE BMSM ACT - the part about holding AGMS/EOGMs. Arm yourself with knowledge.

Dr Minority said...


There's an interesting difference between the First Schedule (for General Meetings) of the BMSMA and the Second Schedule (for GMs) of the LT(S)A - Section 12 "Requisitions for motions to be included on agenda for general meeting" from the BMSMA is ABSENT in the LT(S)A. That's why some people argue that this implies the government disagreed to requisitions by any SP for enbloc EOGMs.

While I agree that taping the meeting is useful, I've also been told it's illegal and cannot be admitted in any legal court (possibly including STB). The only thing you can do with the tape is to have your lawyer use it as a prompt to question/examine any witnesses regarding the EOGM. Of course if the witness acts blur, you can't say "but you said this and I have proof in a tape" since that's not allowed.

Is this your understanding of it, when it comes to STB?

itshometome said...

I still have the 'old rules' mindset and haven't delved into the differences between the two as yet.
In my estate, the minority questions were tabled at the EOGM (they were stuffing the notices into the envelopes when they had to stop and reconsider this almost-too-late-addition) and we tried unsuccessfully to "amend a motion of a motion" at the meeting itself. We were told by the enbloc lawyer we should have put the request in writing...
The meeting was taped (where does it say this is illegal?) and an alternative minutes to the official ones have been handed in to the STB in some of the minority objections. The official recording by the MA should contain everything and should suffice if there is a need for verification on some point - unless the managing agent is complicit in altering the tape, which I seriously doubt.
I believe Finland Gardens produced a damning tape (of what I do not know) at their STB hearing and it was accepted.
I have taped meetings where the enbloc lawyer had no problem with a recorder being present; there was never any mention then of it being illegal. If it had been, he could have and indeed should have issued a caution, being the only legal expert present.

Anonymous said...

itshometome is correct.
If the SC and the marketing agent can tape the proceedings, don't see why the SPs who are not in the SC can't do likewise. In what way do the SPs who are in the SC have more rights than the other SPs?