Commentary: Food for thought for shareholders at AGMs
Date: 17 April 2018

First published in Straits Times on 16 April 2018

They should acquire the requisite knowledge, as they have role in firms' overall governance

A public relations consultant, with many years of work experience in England and Australia working with listed companies, recently remarked that at all the annual general meetings (AGMs) he had attended in those countries before relocating to Singapore, "the shareholders who showed up were also more interested in discussing the quality of food served".

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Press Statement - Proposed treatment of shareholders on Primary Restructuring by Noble Group Limited
Date: 05 April 2018

SIAS refers to the statement by SGX RegCo reviews Noble Group Limited’s Restructuring Support Agreement. We are pleased to note that SGX RegCo is of the view “that shareholders should have the freedom of choice in voting on the Primary Restructuring”. SIAS strongly supports the SGX RegCo’s view and has in fact been in discussion with SGX RegCo. It will not be fair for the shareholders who vote against not to receive any shares in the new company. This disparity in treatment must be removed by Noble Group Limited as it would be unfair.

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Commentary: Debate on dual-class shares should centre on safeguards
Date: 02 April 2018

First published in Straits Times on 31 March 2018

By almost all accounts, dual class shares (DCS) will soon be part of the local investment landscape. The Companies Act was amended in early 2016 to allow companies to set up such capital structures; the Singapore Exchange’s (SGX’s) Listing Advisory Committee (LAC) then recommended allowing DCS companies to list here; and then SGX sought public feedback on the feasibility of introducing DCS here as well as what safeguards, if any, might be required.

Clearly then, local officialdom is serious about bringing in DCS companies. For Singapore to be a vibrant capital market, the import of DCS appears to be essential as investors cannot be denied their right to participate in these firms.

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Press Statement - Disposal of assets by China Hongxing - Shareholders’ dilemma?
Date: 22 March 2018

SIAS today met with a group of China Hongxing minority shareholders regarding their concerns over the bid by majority shareholders, the Wu family, to acquire the assets of the company. The session with SIAS was assisted by a pro bono lawyer from Morgan Lewis Stamford, shareholders were advised of the pros and cons of the resolutions put forth by the company. It was clear to SIAS from reading the social media responses that some shareholders did not understand the proposal and were confusing the issues.

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Press Statement: Noble, to do the right thing!
Date: 14 March 2018

SIAS welcomes the recent Notice of Compliance by SGX requiring Noble Group to appoint an independent financial advisor (IFA). The report will certainly help provide guidance to shareholders and noteholders of Noble Group. Nevertheless, SIAS takes the view that the independence of the IFA is paramount, for this review to be credible and fair to all stakeholders. In particular, focus must be placed on appropriateness and extent of the scope to adapt to Singapore requirements and to address minority shareholder protection.

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