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25-05-2018, 09:34 AM
(This post was last modified: 09-06-2018, 03:19 PM by ACTIVIST SPEAKS.)
Ms Indranee Rajah, Second Minister for Finance
A Vard shareholder, Ms Jacqueline Kuek, requested for a printout of the list of shareholders from Vard Registrar, RHT Corporate Advisory Pte Ltd (RHT). Ms Jorie Tan of RHT provided a one-liner shareholder list, showing CDP as the only shareholder. She also replied to Ms Jacqueline Kuek in the email appended below:
“CDP is the only scrip-based shareholder in Vard. Therefore, the Register of Members will only contain CDP's details. Shareholders who hold shares in CDP accounts will not be listed in the Register of Members. We refer you to the Securities and Futures Act, Section 81SJ(3)(a). Furthermore, Vard has its obligations under the Personal Data Protection Act in respect of the disclosure of a person's person data without the person's consent.”
I do not think this is the correct interpretation of Sect 81SJ(3). I seek clarification from Ms Irene Lim, ACRA who redirected my email to Ms Jessey Beh of MAS. Ms Jessey Beh replied in an email with relevant excerpts appended below:
“We refer to your emails of 14 and 20 May 2018 relating to your feedback on Section 81SJ(3) of the Securities and Futures Act (Cap. 289) (“SFA”).
To provide background, Section 81SJ(3) of the SFA and other provisions relating to the Central Depository System (i.e. CDP) were first introduced in the Companies Act (Cap. 50) (“CA”) to support the establishment of scripless trading of securities that are listed on SGX. The provisions were subsequently moved to the SFA. In particular, the rationale of Section 81SJ(3) of the SFA is to avoid a situation where a company has the obligation to continually update its share register to reflect changes to its members, especially for listed companies whose shares are traded frequently. As such, Section 81SJ(3) of the SFA provides that a listed company is not obliged to enter in its register of members, the individual names and particulars of depositors reflected in the Depository Register maintained by CDP. Section 81SJ of the SFA neither requires nor prohibits the listed company from disclosing such information to its members.”
Believing that Ms Jessey Beh's interpretation is in line with my reading, I wrote to ACRA in an email dated 22 May 18
“MAS has clarified SFA Sect 81SJ(3), which is appended herewith for both ACRA and RHT. The following points cannot be disputed:
1. Sect 192 of Companies Act provides that any shareholder may request a copy of the register and the company shall accede to such request.
2. Sect 81SJ(3) states the Depositors (not the Depository) are members.
3. Sect 190 of Companies Act requires every public company to maintain a register of members
4. Sect 81SJ(3) only states the company is not obliged to continually update the register to account for the frequent trades.
It is erroneous for RHT to deny shareholders of access to the register quoting Sect 81SJ(3) of SFA. It is also erroneous for RHT to deny shareholders of access to the register quoting PDPA. ACRA must direct RHT/VARD to release this information immediately.”
However, Ms Irene Lim, ACRA has a different interpretation, she replied:
“1. A listed company is required to keep its register of members under section 190 of the Companies Act and allow inspection of that register under section 192 of the Companies Act.
2. However, as explained previously, section 81SJ(3)(a) of the Securities and Futures Act specifically provides that the company is not obliged to enter into the register that it keeps the names and particulars of persons who are depositors reflected in the Depository Register maintained by the CDP. Therefore, a listed company is not required to enter in its register of members the names or particulars of these depositors. “
I now come to your office as I feel ACRA wrongly interpreted Sect 81SJ of the SFA, and RHT issued the one-liner shareholder list to deny minority shareholder access to the register of members detailing name, address and shareholdings of members.
If ACRA's interpretation is allowed,
1. All listed companies in Singapore will have only one shareholder, CDP in its register.
2. Outside Passive Minority Investor will have no access to the register of members detailing name, address and shareholdings of members.
3. Both Sect 190 and Sect 192 of the companies act will be meaningless.
4. CDP will provide a veil over the identity of all shareholders of the SGX listed company.
Surely, this cannot be the intention of SFA Sect 81SJ(3). Ms Jessey Beh, MAS has indicated the introduction of Sect 81SJ is to avoid a situation whereby the company is required to update the register every time there is a trade.
The original scrip-based trading system provides further evidence of the rationale of Sect 81SJ. Before CDP was set up, the register of member was updated only when shareholder registered the share certificate into one's name, and not at the time he bought the shares from the stock market. Sect 81SJ was introduced to maintain status quo after the establishment of scripless trading and the support from Central Depository System for clearance and settlement. Sect 81SJ was not introduced to provide a veil over the identities of the shareholders. It is also not introduced to allow listed companies to deny minority shareholders to have access to the register of members. It is erroneous for ACRA to interpret it as such.
I seek your help and clarification from your office.
A Vard shareholder, Ms Jacqueline Kuek, requested for a printout of the list of shareholders from Vard Registrar, RHT Corporate Advisory Pte Ltd (RHT). Ms Jorie Tan of RHT provided a one-liner shareholder list, showing CDP as the only shareholder. She also replied to Ms Jacqueline Kuek in the email appended below:
“CDP is the only scrip-based shareholder in Vard. Therefore, the Register of Members will only contain CDP's details. Shareholders who hold shares in CDP accounts will not be listed in the Register of Members. We refer you to the Securities and Futures Act, Section 81SJ(3)(a). Furthermore, Vard has its obligations under the Personal Data Protection Act in respect of the disclosure of a person's person data without the person's consent.”
I do not think this is the correct interpretation of Sect 81SJ(3). I seek clarification from Ms Irene Lim, ACRA who redirected my email to Ms Jessey Beh of MAS. Ms Jessey Beh replied in an email with relevant excerpts appended below:
“We refer to your emails of 14 and 20 May 2018 relating to your feedback on Section 81SJ(3) of the Securities and Futures Act (Cap. 289) (“SFA”).
To provide background, Section 81SJ(3) of the SFA and other provisions relating to the Central Depository System (i.e. CDP) were first introduced in the Companies Act (Cap. 50) (“CA”) to support the establishment of scripless trading of securities that are listed on SGX. The provisions were subsequently moved to the SFA. In particular, the rationale of Section 81SJ(3) of the SFA is to avoid a situation where a company has the obligation to continually update its share register to reflect changes to its members, especially for listed companies whose shares are traded frequently. As such, Section 81SJ(3) of the SFA provides that a listed company is not obliged to enter in its register of members, the individual names and particulars of depositors reflected in the Depository Register maintained by CDP. Section 81SJ of the SFA neither requires nor prohibits the listed company from disclosing such information to its members.”
Believing that Ms Jessey Beh's interpretation is in line with my reading, I wrote to ACRA in an email dated 22 May 18
“MAS has clarified SFA Sect 81SJ(3), which is appended herewith for both ACRA and RHT. The following points cannot be disputed:
1. Sect 192 of Companies Act provides that any shareholder may request a copy of the register and the company shall accede to such request.
2. Sect 81SJ(3) states the Depositors (not the Depository) are members.
3. Sect 190 of Companies Act requires every public company to maintain a register of members
4. Sect 81SJ(3) only states the company is not obliged to continually update the register to account for the frequent trades.
It is erroneous for RHT to deny shareholders of access to the register quoting Sect 81SJ(3) of SFA. It is also erroneous for RHT to deny shareholders of access to the register quoting PDPA. ACRA must direct RHT/VARD to release this information immediately.”
However, Ms Irene Lim, ACRA has a different interpretation, she replied:
“1. A listed company is required to keep its register of members under section 190 of the Companies Act and allow inspection of that register under section 192 of the Companies Act.
2. However, as explained previously, section 81SJ(3)(a) of the Securities and Futures Act specifically provides that the company is not obliged to enter into the register that it keeps the names and particulars of persons who are depositors reflected in the Depository Register maintained by the CDP. Therefore, a listed company is not required to enter in its register of members the names or particulars of these depositors. “
I now come to your office as I feel ACRA wrongly interpreted Sect 81SJ of the SFA, and RHT issued the one-liner shareholder list to deny minority shareholder access to the register of members detailing name, address and shareholdings of members.
If ACRA's interpretation is allowed,
1. All listed companies in Singapore will have only one shareholder, CDP in its register.
2. Outside Passive Minority Investor will have no access to the register of members detailing name, address and shareholdings of members.
3. Both Sect 190 and Sect 192 of the companies act will be meaningless.
4. CDP will provide a veil over the identity of all shareholders of the SGX listed company.
Surely, this cannot be the intention of SFA Sect 81SJ(3). Ms Jessey Beh, MAS has indicated the introduction of Sect 81SJ is to avoid a situation whereby the company is required to update the register every time there is a trade.
The original scrip-based trading system provides further evidence of the rationale of Sect 81SJ. Before CDP was set up, the register of member was updated only when shareholder registered the share certificate into one's name, and not at the time he bought the shares from the stock market. Sect 81SJ was introduced to maintain status quo after the establishment of scripless trading and the support from Central Depository System for clearance and settlement. Sect 81SJ was not introduced to provide a veil over the identities of the shareholders. It is also not introduced to allow listed companies to deny minority shareholders to have access to the register of members. It is erroneous for ACRA to interpret it as such.
I seek your help and clarification from your office.
