Investor Relations
Combined Code
Institional Investors
Shareholder voting
Institutional investors should be able to give clients information on proportion of resolutions castes
Major SH should attend as much as possible
Translate Voting intentions translate into practice
Dialogue with Company
Evaluate Corp Governance disclosure
Avoid Box ticking approach
Explain non-acceptance with reasons in written form
Careful consideration on non-compliance
Company
Maintain dialogue with institutional investors
Senior Independent D should attend enough meeting to understand SH view
SH can request NED to meet
NED should attend meeting with SH to know more about their concerns
Chairman should discuss strategy and governance with Major SH
Chairman should ensure views of SH are communicated to the board
Make Constructive use of AGM
Let SH vote with openess
Count proxy votes
No issue bundling
Let SH ask questions
Singapore: External Auditor
Chairman of NC, AC, RC should be there
All directors to attend
Encourage attendance at AGM
Good Timing
Nice Location
> 20 days notice
Best Practice
Effective investor relations department
Functions of the investor relations officer
Well versed in finance and investment
Clear on management's Strategies and vision
Uniformity since it is one person
Written investor relation guidelines
If accidentally disclose, make sure the public knows soon
Do not disclose more than required
Investor Relations Programme
Provide facility for SH to vote by proxy
Arrange site meetings for major SH
Presentations to analysts
Planned presentation to bother existing and potential investors
Senior Management involvement and support
Invlove CEO, CFO, Co Sec, IR manager and consultant
Signal that investor relation is of high priority
Frequent updates and communication with investors
Quarterly Reporting
Analyst Briefing
Updates on company website
Emails
Even when there are no extraordinary events
Instill a sense of confidence
High quality, timely, and accessible info
AGM
Webcasting of AGM
Investors can question and have concerns addressed
Investor can gather information
Periodic reports
Information Technology
Allow Shareholder to appoint Proxy through electronic means
Share Price update
Media Release Articles
Industry specific information
Event Calendars
Email notification
Archive information for the last five years
AV of meeting, speeches
Press Release
Digital format of AR
Shareholders
Activism
Subtopic
Rights
S303 CA- Remove director from office
Voting Rights
Approval on issue new shares
S89 CA - Subcribe to new share in proportion of current SH
S459 CA - 5% share can put resolution in AGM
S368 CA - Call EGM with at least 10% share
S459 CA - Prevent predjudicial treatment
S35(2) CA - Prevent Ultra Vires
Responsibilities (Esp institutional investors)
Voting
Engagement with board and management
Require the compliance with the Code
Performance Monitoring
SCG on board/co Action
SCG #10: Provide Balanced and Understandable assessment
Other price sensitive public reports and reports to regulators
Performance, position and prospect
SCG #15: Notes and minutes
Made available upon request
Include substantial comments and queries from SH and the responses from Board
SCG #15 Seperate Resolutions - Avoid Bundling unless issues are interdependent
Explaination when bundled
SCG #14: Gather views or inputs and participation at AGM
SCG # 15: Vote through proxy or absent vote counts if there is SH consent via mail, email, fax etc
SCG # 15: AA should have no limit on the number of proxies
Give SH the opportunity to participate effectively and vote at AGM
SCG #14 Address shareholders' concerns
SCG #15: External Auditors should also be present to explain the audit and audit report
SCG# 15: The AC, NC, RC should be present to address shareholder concerns in AGM
SCG #14: Convey pertinent information regularly
Openess: disclosure should not be just a selected group, should convey to public ASAP via internet
Timeliness
Disclosure should be descriptive and detailed and not boilerplate
