Singapore legislation
Clause 15
Clause 15
New sections 132B, 132C and 132D
The principal Act is hereby amended by inserting immediately after section 132A thereof the following sections: —“Power of directors to have regard to interest of its employees, members and rulings of the Securities Industry Council132B. The matters to which the directors of a company are entitled to have regard in exercising their powers shall include —
the interests of the company’s employees generally, as well as the interests of its members; and
the rulings of the Securities Industry Council on the interpretation of the principles and rules of and the practice to be followed under the Singapore Code on Take-overs and Mergers.Approval of company required for disposal by directors of company’s undertaking or property132C.—
Notwithstanding anything in a company’s memorandum or articles, the directors shall not carry into effect any proposals for disposing of the whole or substantially the whole of the company’s undertaking or property unless those proposals have been approved by the company in general meeting.(2) The Court may, on the application of any member of the company, restrain the directors from entering into a transaction in contravention of subsection (1) of this section.(3) A transaction entered into in contravention of subsection (1) of this section shall, in favour of any person dealing with the company for valuable consideration and without actual notice of the contravention, be as valid as if that subsection has been complied with.(4) This section shall not apply to proposals for disposing of the whole or substantially the whole of the company’s undertaking or property made by a receiver and manager of any part of the undertaking or property of the company appointed under a power contained in any instrument or a liquidator of a company appointed in a voluntary winding up.Approval of company required for issue of shares by directors132D.—
Notwithstanding anything in a company’s memorandum or articles, the directors shall not, without the prior approval of the company in general meeting, exercise any power of the company to issue shares.(2) Approval for the purposes of this section may be confined to a particular exercise of that power or may apply to the exercise of that power generally; and any such approval may be unconditional or subject to conditions.(3) Any approval for the purposes of this section shall continue in force until —
the conclusion of the annual general meeting commencing next after the date on which the approval was given; or
the expiration of the period within which the next annual general meeting after that date is required by law to be held,whichever is the earlier; but any approval may be previously revoked or varied by the company in general meeting.(4) The directors may issue shares notwithstanding that an approval for the purposes of this section has ceased to be in force if the shares are issued in pursuance of an offer, agreement or option made or granted by them while the approval was in force and they were authorised by the approval to make or grant an offer, agreement or option which would or might require shares to be issued after the expiration of the approval.(5) Section 154 shall apply to any resolution whereby an approval is given for the purposes of this section.(6) Any issue of shares made by a company in contravention of this section shall be void and consideration given for the shares shall be recoverable accordingly.(7) Any director who knowingly contravenes, or permits or authorises the contravention of, this section with respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby; but no proceedings to recover any such loss, damages or costs shall be commenced after the expiration of two years from the date of the issue.(8) This section shall not apply to any issue of shares of a company before —
the beginning of the annual general meeting commencing next after the commencement of this section; or
the expiration of the period within which the next annual general meeting after the commencement of this section is required by law to be held,whichever is the earlier.”.