Shareholder Rights and Responsibilities

• Principle 11: Shareholder Rights and Conduct of General Meetings

  
  F&N believes in treating all shareholders fairly and equitably. It is committed to keeping all its shareholders and other stakeholders informed, in a timely and consistent manner, of its corporate activities, including changes (if any) in the Company or its businesses which are likely to materially affect the price or value of its shares or are likely to influence persons who commonly invest in securities in deciding whether or not to subscribe for, or buy or sell its shares, in a timely and consistent manner.
  
  Shareholders of F&N are also given the opportunity to participate effectively and vote at general meetings of the Company, where relevant rules and procedures governing such meetings (for instance, how to vote) are clearly communicated.
  
  Conduct of Shareholder Meetings
  The Board supports and encourages active shareholder participation at AGMs as it believes that general meetings serve as an opportune forum for shareholders to meet the Board and senior management, and to interact with them. Shareholders of F&N are given the opportunity to participate effectively and vote at general meetings of the Company, where relevant rules and procedures governing such meetings (for instance, how to vote) are clearly communicated prior to the start of the meeting.
  
  The Company’s Constitution allows (i) each shareholder who is not a relevant intermediary (as defined in the Companies Act) the right to appoint up to two proxies and (ii) each shareholder who is a relevant intermediary to appoint more than two proxies to attend and vote on their behalf in shareholders’ meetings. 
  
  A copy of the Notice of AGM is sent to all shareholders. As for the Annual Report and the Company’s letter to shareholders in relation to certain resolutions being tabled at the AGM (“Letter to Shareholders”), in line with the Group’s sustainability strategy, these documents are made available for download from the Company’s corporate website. Printed copies of the Annual Report and Letter to Shareholders are available on request.
  
  At general meetings, the Company sets out separate resolutions on each substantially separate issue unless the issues are interdependent and linked so as to form one significant proposal. Where resolutions are “bundled”, the Company explains the reasons and material implications for doing in the notice calling for the general meeting. Shareholders are given the opportunity to raise questions and clarify any issues that they may have relating to the resolutions to be passed.
  
  Board members and senior management are present at each shareholders’ meeting to respond to questions from shareholders. In general, all Directors are expected to attend general meetings of shareholders, unless they are unable to attend due to exigencies. The Company’s independent auditor is also present to address queries about the conduct of audit and the preparation and content of the independent auditor’s report.
  
  For greater transparency, F&N has implemented electronic poll voting at AGMs. This entails shareholders being invited to vote on each of the resolutions by poll, using an electronic voting system (instead of voting by hand), thereby allowing all shareholders present or represented at the meeting to vote on a one share, one vote basis. The voting results of all votes cast for, or against, each resolution is then screened at the meeting and announced to the SGX-ST after the meeting. An independent external party is appointed as scrutineer for the electronic voting process to count and validate the votes at general meetings.
  
  Provision 11.4 of the Code provides for a company’s constitution to allow for absentia voting at general meetings of shareholders. F&N’s Constitution currently does not, however, permit shareholders to vote at general meetings in absentia (such as via mail, email or fax). F&N will consider implementing the relevant amendments to the Constitution if the Board is of the view that there is a demand for such alternative methods of voting, and after the Company has evaluated and put in place the necessary security processes to facilitate in absentia voting, and prevention measures against errors, fraud and other related security and integrity issues. In line with Principle 11 of the Code, shareholders nevertheless have the opportunity to communicate their views on matters affecting the Company even when they are not in attendance at general meetings as shareholders are able to appoint proxies to vote on their behalf at general meetings through proxy forms sent in advance. 
  
  F&N publishes minutes of general meetings of shareholders on its corporate website as soon as practicable after the relevant general meeting. Such minutes will record substantial and relevant comments or queries from shareholders relating to the agenda of the general meeting, and responses from the Board and management, which are addressed at the AGM.
  
  In view of the COVID-19 situation in Singapore, the 2022 AGM was convened and held by way of electronic means on 18 January 2022, 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 (the “COVID-19 Temporary Measures Order”). The alternative arrangements put in place for the conduct of the 2022 AGM included (i) attendance at the AGM via electronic means (including arrangements by which the meeting can be electronically accessed via live audiovisual webcast or live audio-only stream), (ii) submission of questions to the Chairman of the meeting in advance of, or live at the AGM, and (iii) voting at the AGM live by the shareholders themselves or their duly appointed proxy(ies) (other than the Chairman of the meeting) via electronic means or by appointing the Chairman of the meeting as proxy to vote on their behalf at the AGM. The forthcoming 2023 AGM will be held in a wholly physical format pursuant to the COVID-19 Temporary Measures Order, and there will be no option for shareholders to participate virtually. Shareholders may participate in the AGM by (i) attending the AGM in person; (ii) submitting questions to the Chairman of the meeting in advance of or at. The AGM and/or (iii) voting at the AGM themselves or through duly appointed proxy(ies).
  
  2021 AGM
  In view of the COVID-19 pandemic, the 2021 AGM was convened and held by way of electronic means on 21 January 2021, 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 (the “COVID-19 Temporary Measures Order”). The alternative arrangements put in place for the conduct of the 2021 AGM included (i) attendance at the AGM via electronic means (including arrangements by which the meeting can be electronically accessed via live audio-visual webcast or live audio-only stream), (ii) submission of questions to the Chairman of the meeting in advance of the AGM, and (iii) voting at the AGM by appointing the Chairman of the Meeting as proxy.
  
  2022 AGM
  In view of the ongoing COVID-19 situation in Singapore, the 2022 AGM was convened and held by way of electronic means on 18 January 2022, pursuant to the COVID-19 Temporary Measures Order. The same alternative arrangements for the AGM will be put in place as last year except that this year, Shareholders will additionally be able to (i) submit questions to the Chairman of the Meeting “live” at the AGM, and (ii) vote at the AGM “live” by electronic means or by appointing a proxy(ies) (other than the Chairman of the Meeting) to vote on their behalf.
  
  2023 AGM
  The 2023 AGM was held in a wholly physical format pursuant to the COVID-19 Temporary Measures Order, and there will be no option for shareholders to participate virtually. Shareholders may participate in the AGM by (i) attending the AGM in person; (ii) submitting questions to the Chairman of the meeting in advance of or at. The AGM and/or (iii) voting at the AGM themselves or through duly appointed proxy(ies).
  
  Electronic Poll Voting

  For greater transparency, F&N has implemented electronic poll voting since its 2010 Annual General Meeting ("AGM"). This entails Shareholders being invited to vote on each of the resolutions by poll, using an electronic voting system (instead of voting by hands), thereby allowing all Shareholders present or represented at the meeting to vote on a one share, one vote basis. The voting results of all votes cast for, or against, each resolution are then screened at the meeting and announced to the SGX-ST after the meeting. The Company will continue to use the electronic poll voting system at the forthcoming AGM.
  
  RESULTS OF ANNUAL GENERAL MEETING HELD ON 18 JANUARY 2023
  RESULTS OF ANNUAL GENERAL MEETING HELD ON 18 JANUARY 2022
  RESULTS OF ANNUAL GENERAL MEETING HELD ON 21 JANUARY 2021
  RESULTS OF ANNUAL GENERAL MEETING HELD ON 29 JANUARY 2020

• Principle 12: Engagement with Shareholders

  
  

  The Company prides itself on its high standards of disclosure and corporate transparency. F&N is committed to providing fair, relevant, comprehensive and timely information regarding the Group’s performance and progress to shareholders and the investment community to enable them to make informed investment decisions. The Group’s dedicated Investor Relations (“IR”) team is tasked with and focuses on facilitating communications between the Company and its shareholders, as well as with the investment community. F&N has in place an investor relations policy which allows for an ongoing exchange of views so as to actively engage and promote regular, effective and fair communication with shareholders.
  
  The IR team communicates regularly with shareholders and the investment community, with timely disclosures of material and other pertinent information, through regular dialogues and announcements to SGX-ST. The team conducts roadshows (together with senior management), and participates in investor seminars and conferences to keep the market and investors apprised of the Group’s corporate developments and financial performance. During the year, the IR team engaged with Singapore and foreign investors at one-on-one and group meetings virtually. The aim of such engagements is to provide shareholders and investors with prompt disclosure of relevant information, to enable them to have a better understanding of the Company’s businesses and performance and to solicit and understand the views of such shareholders and investors.
  
  The Company makes available all its briefing materials to analysts and the media. In line with F&N’s investor relations policy, such information, financial information, annual reports and all announcements of the Company are made available to the SGX-ST and on the Company’s website at https://www.fraserandneave.com, with contact details for investors to channel their comments and queries.
  
  Further details on IR’s activities and responsibilities during the year can be found here.

  In determining dividends, the Board balances the need for a satisfactory return to shareholders against the Company’s investment requirement to ensure sustainable growth in the future. Over the years, the Board has maintained a track record of generous shareholder distributions. As a matter of policy, the Board remains committed to paying approximately fifty percent (50%) of Group Attributable Profit Before Fair Value Adjustment and Exceptional Items.
  
  

  F&N's dividend history is available here.
  
  
  

• Principle 13: Engagement with Stakeholders

  
  The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of the Company are served.
  
  MINUTES OF ANNUAL GENERAL MEETING HELD ON 18 JANUARY 2023
  MINUTES OF ANNUAL GENERAL MEETING HELD ON 18 JANUARY 2022
  MINUTES OF ANNUAL GENERAL MEETING HELD ON 21 JANUARY 2021
  MINUTES OF ANNUAL GENERAL MEETING HELD ON 29 JANUARY 2020
  
  Stakeholder Engagement
  The Company strives to build and maintain strong relationships based on trust and respect with all stakeholders including the investment community, employees, distributors and trade customers, consumers, suppliers, regulators and the broader community. The Company has arrangements in place to identify and engage with its material stakeholder groups and to manage its relationships with such groups. The Company also maintains a corporate website to communicate and engage with stakeholders.
  
  Sustainability
  In order to facilitate the Company’s planning and strategy for sustainable value creation, the Company periodically engages with various key stakeholders, including employees, suppliers, customers and the investment community to gather feedback on the sustainability issues most important to them. Information and responses received from key stakeholders is then used by the Company to identify material ESG Factors and develop a materiality matrix that prioritises the Company’s strategy and key areas of focus in relation to the management of stakeholder relationships for the year under review. For more information on the Company’s stakeholder engagement please refer to the Company’s Sustainability Report 2022 which can be downloaded at https://www.fraserandneave.com/investor-relations/corporate-sustainability.
  
  Code of Business Conduct
  The Company has adopted a Code of Business Conduct, with the key objectives of providing clear guidelines on ethics and relationships, in order to safeguard the reputation and interests of the Group and stakeholders of the Company. The Code of Business Conduct sets out the policies and procedures dealing with various issues such as conflicts of interests, dealings with government officials, the maintenance of records and reports, equal employment opportunities and sexual harassment.
  
  The Code of Business Conduct governs the conduct of employees and is disseminated and distributed to all employees for compliance, and where applicable, is made available to other stakeholders of the Group such as suppliers, business associates and customers. In addition, Directors, officers and employees are required to observe and maintain high standards of integrity in carrying out their roles and responsibilities, and to comply with relevant and applicable laws and regulations, as well as with Company policies.
  
  Dealings in Securities
  The Company has established a procedure for dealings in the securities of the Company, which sets out the implications of insider trading and guidance on such dealings, including the prohibition on dealings with the Company’s securities on short-term considerations.
  
  In compliance with the best practices in Listing Rule 1207 sub-Rule (19) of the Listing Rules, the Group issues reminders to its Directors, officers and relevant employees on the restrictions in dealings in listed securities of the Group during the period commencing one month before the announcement of the Group’s half-year and full-year financial statements, and ending on the date of such announcements. Similar reminders are also sent to Directors, officers and relevant employees on the restrictions in dealings in listed securities of the Group during the period commencing two weeks before the announcement of the Group’s voluntary business updates for the first and third quarters of each financial year, and ending on the date of such announcements.
  
  Apart from the foregoing, Directors, officers and relevant employees are also reminded not to trade in listed securities of the Group at any time while in possession of unpublished price or trade sensitive information and to refrain from dealing in the Group’s securities on short-term considerations.