SINGAPORE PRESS HOLDINGS LIMITED
Minutes of the Thirty-Seventh Annual General Meeting of Singapore Press Holdings Limited held by electronic means on Thursday, 18 November 2021, at 2.30 p.m.
PRESENT
Shareholders(as set out in the Attendance List)
Attended via live webcast or audio stream
Directors(shareholding as set out in the Attendance List)
Attended in person
Dr Lee Boon Yang (Chairman)
Mr Ng Yat Chung (Chief Executive Officer)
Attended via live webcast or audio stream
Ms Janet Ang Guat Har
Mr Bahren Shaari
Mr Andrew Lim Ming-Hui
Mr Lim Ming Yan
Mr Quek See Tiat
Mr Tan Chin Hwee
Ms Tan Yen Yen
Ms Tracey Woon
Mr Yeoh Oon Jin
Company Secretaries & Senior Management
Attended in person | |
Mr Chua Hwee Song | Chief Financial Officer |
Ms Ginney Lim May Ling | Group Company Secretary, General Counsel, EVP, Communications |
& CSR | |
Ms Khor Siew Kim | Company Secretary/Associate General Counsel |
Attended via live webcast or audio stream | |
Mr Anthony Tan | Deputy CEO |
Mr Warren Fernandez | Editor-in-Chief, English/Malay/Tamil Media and Editor, The Straits |
Times | |
Ms Lee Huay Leng | Head, Chinese Media Group |
By Invitation
Attended via live webcast or audio stream
Ms Ang Fung Fung | Partner, KPMG |
Ms Tan Jack Leng | TricorBarbinder Share Registration Services |
Mr Raymond Ang | RHT Governance, Risk and Compliance (Singapore) Pte Ltd |
1. WELCOME ADDRESS
1.1 The Chairman welcomed shareholders to the Annual General Meeting ("AGM") of
Singapore Press Holdings Limited ("SPH" or "Company") and delivered the opening
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remarks on the performance of the Company. The Chairman's opening remarks would be published on the Company's website and on SGXNET.
1.2 The Chairman then called the meeting to order.
2. QUORUM
- The Chairman said that due to the COVID-19 situation in Singapore, this AGM was being conducted by electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. Shareholders who were accessing this Meeting electronically would be treated as present and named in the attendance list.
- The Chairman informed the shareholders that there was sufficient quorum to constitute the meeting as required under the Company's Constitution.
-
The Chairman introduced the Chief Executive Officer ("CEO") and Director, Mr Ng
Yat Chung, and Mr Chua Hwee Song, Chief Financial Officer, who were present with him in the meeting room. - He introduced the Board members who were joining the AGM via webcast: Ms Janet Ang, Mr Bahren Shaari, Mr Andrew Lim, Mr Lim Ming Yan, Mr Quek See Tiat, Mr Tan Chin Hwee, Ms Tan Yen Yen, Ms Tracey Woon and Mr Yeoh Oon Jin. He welcomed Ms Ang Fung Fung from KPMG, the Company's independent auditor.
- The Chairman said that the Company had responded to the substantial and relevant questions on the resolutions to be proposed at the meeting which had been submitted by shareholders prior to this meeting. The questions and responses had been made available on the Company's website and on SGXNET prior to the meeting.
-
He said that shareholders may also submit substantial and relevant questions related to the resolutions to be tabled for approval at the AGM "live" during the meeting by typing in and submitting their questions through the "live" chat function via the audio- visual webcast platform. These would be addressed during the "live" Question and
Answer (Q&A) session.
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3. VOTING
- The Chairman said that in the light of the Covid-19 situation in Singapore, there was no physical attendance by shareholders and no live voting at this AGM. He said that he had been appointed by shareholders as their proxy to vote on their behalf at this AGM. Accordingly, he would be voting, or abstaining from voting, on behalf of such shareholders in accordance with their specified instructions on each resolution.
- Proxy forms submitted at least 72 hours before the AGM, the number of votes for and against each resolution, and the number of shares in respect of which the Chairman of the meeting was directed to abstain from voting on each resolution, had been checked and verified by the scrutineers of the meeting.
- Voting would be conducted by poll, and the results of the poll for each resolution would be announced during the course of this meeting.
- As Chairman of the meeting and proxy for shareholders, Dr Lee Boon Yang advised that he would be proposing all resolutions to be tabled for shareholders' approval at the meeting, with the exception of Ordinary Resolution 3(i), which relates to his own re-election as a Director of the Company, and Ordinary Resolution 5, which relates to the Directors' fees for the financial year ending 31 August 2022.
4. PRESENTATION BY CEO
- The Chairman invited the CEO, Mr Ng Yat Chung, to address shareholders.
- Mr Ng gave an overview of the performance of the SPH Group in the financial year ended 31 August 2021.
5. QUESTION & ANSWER SESSION
-
The Chairman addressed the questions which shareholders have submitted via the
"live" chat function during this meeting. - Shareholders' questions were raised and addressed, as set out in the Appendixto these minutes.
- The Chairman thanked all shareholders for their questions.
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6. NOTICE OF MEETING
6.1 The notice dated 2 November 2021 convening the meeting was agreed to be taken as read.
ORDINARY BUSINESS
7. AGENDA ITEM NO. 1:
DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS & THE AUDITOR'S REPORT THEREON
- The Chairman said that item 1 on the Agenda was to receive and adopt the Directors' Statement and Audited Financial Statements for the financial year ended 31 August 2021, and the Auditor's Report thereon.
-
The Chairman proposed:
"That the Directors' Statement and Audited Financial Statements for the financial year ended 31 August 2021, and the Auditor's Report thereon, be and are hereby approved and adopted." - The motion was put to the vote. The results on the vote by way of poll were as follows:
Resolution Number | Total Number of | For | Against | ||
and Details | Shares | ||||
Represented by | Number of | Percentage | Number of | Percentage | |
Votes For and | Shares | % | Shares | % | |
Against the | |||||
Relevant | |||||
Resolution | |||||
Ordinary Resolution 1 | 211,369,290 | 211,339,290 | 99.99 | 30,000 | 0.01 |
To receive and adopt | |||||
the Directors' Statement | |||||
and Audited Financial | |||||
Statements and the | |||||
Auditor's Report thereon | |||||
7.4 Based on the polling results, the Chairman declared Ordinary Resolution 1 carried.
8. AGENDA ITEM NO. 2:
FINAL DIVIDEND
- The Chairman said that item 2 was to declare a final dividend.
- The Chairman proposed:-
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"That a final dividend of 3 cents per ordinary/management share, on a tax-exempt basis, be paid on 30 November 2021 in respect of the financial year ended 31 August 2021 to all management and ordinary shareholders who are on the Register of Members as at 5.00 p.m. on 23 November 2021."
8.3 The motion was put to the vote. The results on the vote by way of poll were as follows:
Resolution Number | Total Number of | For | Against | ||
and Details | Shares | ||||
Represented by | Number of | Percentage | Number of | Percentage | |
Votes For and | Shares | % | Shares | % | |
Against the | |||||
Relevant | |||||
Resolution | |||||
Ordinary Resolution 2 | 212,426,590 | 209,605,385 | 98.67 | 2,821,205 | 1.33 |
To declare a Final | |||||
Dividend | |||||
8.4 Based on the polling results, the Chairman declared Resolution 2 carried.
9. AGENDA ITEM NO. 3:
RE-ELECTION OF DIRECTORS (ARTICLES 116 AND 117)
- The Chairman announced that item 3 related to the re-election of Directors, who retire in accordance with the Company's Constitution, and who being eligible, had offered themselves for re-election.
- AGENDA ITEM NO. 3(i):
The Chairman said that as disclosed in the Notice of this Meeting, pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the Singapore Exchange Securities Trading Limited which takes effect from 1 January 2022, he was appointed to the Board in October 2011, and would be considered a non-independent Director with effect from 1 January 2022 solely on account of his having completed more than nine years of service on the Board. The Company would in due course review the need for the appointment of a lead independent Director with effect from 1 January 2022. - Mr Ng Yat Chung proposed:
"That Dr Lee Boon Yang,a Director retiring under the Company's Constitution, be and is hereby re-elected a Director of the Company."
9.4 The motion was put to the vote. The results on the vote by way of poll were as follows:
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SPH - Singapore Press Holdings Ltd. published this content on 16 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 December 2021 05:18:03 UTC.