Mr Louis Ng Kok Kwang (Nee Soon): This Bill will allow companies and other corporate entities to conduct virtual or hybrid general meetings. This aligns our company and corporate law provisions with the technological reality of the business environment today. I have three points to make.
My first point is on the court’s power to invalidate meetings. The new section 392(2A) allows the court to declare a meeting invalid if there is a technological disruption, malfunction or outage that has or may cause substantial injustice that cannot be remedied. Can the Minister provide examples on what the court should deem as substantial injustice that cannot be remedied? A technological disruption may affect only a portion of the proceedings for a meeting.
It is not clear from the new provision if the court has the power to declare only part of the meeting invalid. Can the Minister clarify whether the Court has the power to invalidate only a portion of a meeting if a technological disruption affects only a limited portion of the meeting?
My second point is on the deliberate or malicious disruption of meetings. Virtual or hybrid meetings that are held virtually may expose the company to greater risk of disruption by malicious actors through technological means. For instance, if a meeting is not proceeding in the manner desired by one party, it is possible that the party may set out to disrupt the meeting such that it is later invalidated by the court. Can the Minister share if the Ministry has considered the need to introduce new offences for individuals who take steps to disrupt meetings with the intention that the meeting proceedings be invalidated?
My third and final point is on the requirements for meetings held using virtual meeting technology. The Bill clarifies how requirements applicable to a company and other corporate entities’ meetings are applied for a meeting held using virtual meeting technology. Feedback in the public consultation on the Bill included a suggestion to grant more flexibility on how the identity of persons attending and voting at meetings should be verified.
A number of provisions allow the directors of the company or corporate entity to determine requirements on the conduct of virtual meeting technology if requirements are not prescribed by the constitution. These include the method for verifying the identity of persons voting, the mode of synchronous communication and the mode for making a document available.
It is practical to provide flexibility for the directors to decide how these requirements should be met given the practical consideration for their entities. However, basic safeguards or requirements should be set to ensure the integrity of meetings. Can the Minister share if guidance will be provided to directors on best practices in determining the requirements that should be applied for the conduct of meetings?
Madam, notwithstanding these clarifications, I stand in support of the Bill.
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