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Description
Companies Act and Corporate Governance Updates, RORC/ROND, Virtual Meetings and Digitalisation
Since 30 July 2020, it is mandatory for companies, foreign companies and LLP to lodge the registrable controllers’ information with the Accounting Corporate & Regulatory Authority via the Bizfile portal, in addition to maintaining their own register of registrable controllers (“RORC”).
In response to COVID-19, more companies are looking at holding meetings and general meetings by electronic means, even where the company is permitted under prevailing safe management measures to hold a physical meeting. However, applicable laws or legal instruments may not permit meetings to be held electronically. Difficulties in holding meetings may give rise to problems in transacting usual commercial and governance matters.
The COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (“Order”) (as amended) prescribes the alternative arrangements for the conduct of general meetings (“Alternative Arrangements”). Compliance with these Alternative Arrangements will be deemed to be compliant with the relevant provisions of written law or legal instrument in respect of which the Alternative Arrangements are made. The Order is permissive, not mandatory.
In addition, more companies are looking at digitalisation and adopting digital/electronic signatures and maintaining statutory documents in electronic form due to the COVID-19 pandemic.
This timely workshop will be a useful recap for professionals and business owners on the requirements of the RORC/ROND and insights on the current trends on holding virtual meetings and digitalisation.
Programme Outline
Updates: Companies Act and Corporate Governance Compliance Obligations
Revisiting the Requirements on Register of Registrable Controllers (“RORC”) and Register of Nominee Directors (“ROND”) for Companies and Foreign Companies
- Requirements
- Exemptions
- Identifying the Registrable Controllers (“RC”)
- Sending of notices
- Setting up and maintenance of RORC for companies and foreign companies
- Maintenance of ROND for companies
- Lodgement of RC information with ACRA (Central Registers) with effect from 30 July 2020
Trend on Holding Virtual Meetings
- COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts, Unit Trusts and Debenture Holders) Order 2020
- Holding of general meeting by electronic means
- Voting by electronic means through an electronic voting system at virtual general meetings
- Provisions in the Constitution for holding of virtual meetings
Maintenance of Documents in Electronic Form
- Difference between electronic transmission and electronic communications
- Acceptance of digital signatures for statutory documents
- Reliance on Electronic Transactions Act vs relevant provisions in the Constitution
What you will learn
- Be fully cognisant of the requirements of the Register of Registrable Controllers and Register of Nominee Directors;
- Be updated on the current trends on virtual meetings and the practical aspects of holding virtual meetings; and
- Obtain insights on adoption of digital signatures and maintenance of statutory documents in electronic form.
Target Audience
- Business owners;
- In-house compliance and corporate secretarial professionals;
- Corporate secretarial professionals; and
- Middle management and above
Expert Speaker
Angela Toh
Senior Corporate Services Manager
RAJAH & TANN SINGAPORE LLP
Angela has vast experience of more than 14 years in corporate secretarial work and is an Associate member of the Chartered Secretaries Institute of Singapore.
She is currently acting as Company Secretary and provides a full spectrum of corporate secretarial services to a broad range of local, multi-national and public listed clients (including S Chips) and advises on compliance and regulatory requirements. She also assisted with the restructuring and initial public offering of several public listed companies.
Prior to Rajah & Tann Singapore LLP, she has worked at large accounting and corporate secretarial firms.