Arrangements for meetings
173J.—(1)  This section applies to the following types of meetings:
(a)an annual general meeting of a company;
(b)an extraordinary general meeting of a company;
(c)a statutory meeting of a company;
(d)a general meeting of an amalgamating company mentioned in section 215C or 215D;
(e)a meeting of a class of members of the company;
(f)any of the following meetings ordered by the Court, if the Court so directs:
(i)a meeting ordered by the Court under section 182;
(ii)a meeting of creditors, members of a company, holders of units of shares of a company, or a class of such persons, ordered by the Court under section 210.
(2)  Unless excluded under subsection (5) or (7), a meeting to which this section applies may be held —
(a)at a physical place;
(b)at a physical place and using virtual meeting technology; or
(c)using virtual meeting technology only.
(3)  Where a meeting to which this section applies under subsection (2)(b) or (c) is held, the meeting may be held without any number of those participating in the meeting being together at the same place.
(4)  Unless excluded or modified under subsection (5) or excluded under subsection (7), where a meeting to which this section applies is held (whether wholly or partly) using virtual meeting technology —
(a)a reference in this Act to any person (including any member of a company) attending a meeting includes a person who is attending the meeting using virtual meeting technology;
(b)a reference in this Act to any person (including any member of a company) present or personally present at a meeting includes a person who attends the meeting using virtual meeting technology;
(c)subject to paragraph (f), a reference in this Act to a vote of a member of a company at a meeting (including a vote for the purposes of electing a chairperson of a meeting), includes a vote by electronic means or any other means permitted by the constitution of the company;
(d)subject to paragraph (f), a reference in this Act to voting by a member of the company at a meeting (including voting for the purposes of electing a chairperson of a meeting), includes voting by electronic means or any other means permitted by the constitution of the company;
(e)subject to paragraph (f), a reference in this Act to the entitlement or right of a person to vote at a meeting includes, where the person is present by virtual meeting technology, the entitlement or right to vote by electronic means or any other means permitted by the constitution of the company;
(f)a reference in this Act to voting by a person on a show of hands at a meeting includes, where the person is present by virtual meeting technology, voting by the person by electronic means or any other means permitted by the constitution of the company but only if the person can be identified —
(i)by any method that may be prescribed relating to the verification or authentication of the identity of persons attending the meeting; or
(ii)if no method is so prescribed, by any method that the directors of the company may determine;
(g)a reference in this Act to the entitlement or right of a person to be heard at a meeting includes, where the person is present by virtual meeting technology, the entitlement or right to be heard by any means of synchronous communication that the directors of the company may determine;
(h)a reference in this Act to the right of a person to speak on any resolution before a meeting includes, where the person is present by virtual meeting technology, the right to communicate by any means of synchronous communication that the directors of the company may determine;
(i)a reference in this Act to the right of a person to speak at a meeting includes, where the person is present by virtual meeting technology, the right to communicate by any means of synchronous communication that the directors of the company may determine;
(j)a reference in this Act to members of a company present at a meeting being at liberty to discuss any matter includes the discussion by members present by virtual meeting technology of the matter by any means of synchronous communication that the directors of the company may determine;
(k)a reference in this Act to any representation being read out or declaration being made at a meeting includes the communication of that representation or declaration at the meeting by any means of synchronous communication that the directors of the company may determine;
(l)a reference in this Act to an auditor’s report being read before the company in general meeting includes the communication of the contents of that auditor’s report at the general meeting by any means of synchronous communication that the directors of the company may determine;
(m)a reference in this Act to a document being available for inspection at a meeting includes making the document available —
(i)on a website during the meeting; or
(ii)by any other means during the meeting that the company may by ordinary resolution determine;
(n)a reference in this Act to the production of the company’s register at the commencement of the annual general meeting and to the keeping of the register open and accessible during the meeting to all persons attending the meeting includes making the register available —
(i)on a website during the meeting; or
(ii)by any other means during the meeting that the company may by ordinary resolution determine;
(o)a reference in this Act to the keeping of the list showing the names and addresses of the members of a company and the number of shares held by them respectively open and accessible to any member during the continuance of the meeting includes making the list available —
(i)on a website during the meeting; or
(ii)by any other means during the meeting that the company may by ordinary resolution determine;
(p)a reference in this Act to the laying of a statement, financial statement, consolidated financial statement, balance sheet, auditor’s report or other document before a meeting of the company includes producing or making available the relevant document —
(i)on a website; or
(ii)by any other means that the company may by ordinary resolution determine; and
(q)a reference in this Act to any statement, financial statement, consolidated financial statement, balance sheet, auditor’s report or other document being laid or caused to be laid before the company at a meeting includes the relevant document being produced or made available or caused to be produced or made available —
(i)on a website; or
(ii)by any other means that the company may by ordinary resolution determine.
(5)  This section applies despite the provisions contained in a company’s constitution, except where —
(a)in the case of a company incorporated before 1 July 2023, the company on or after that date amends, alters or adds to its constitution —
(i)to exclude the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or
(ii)to exclude or modify the application of paragraphs (a) to (q) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies; or
(b)in the case of a company incorporated on or after 1 July 2023 —
(i)the constitution of the company —
(A)excludes the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or
(B)excludes or modifies the application of paragraphs (a) to (q) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies; or
(ii)the company at any time after its incorporation amends, alters or adds to its constitution —
(A)to exclude the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or
(B)to exclude or modify the application of paragraphs (a) to (q) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies.
(6)  In subsection (4), a reference to a member of a company includes, where appropriate, the member’s proxy or the member’s representative.
(7)  The Minister may, by order in the Gazette, exclude the application of subsection (2)(c) in respect of any prescribed class of companies.
(8)  To avoid doubt and subject to the constitution of the company, nothing in this Act prohibits a meeting of the board of directors of a company, or a committee consisting of one or more directors of a company, from being held —
(a)at a physical place and using virtual meeting technology; or
(b)using virtual meeting technology only.
[Act 17 of 2023 wef 01/07/2023]