Shareholder Rights and Responsibilities

• Principle 11: Shareholder Rights and Conduct of General Meetings

  
  The company treats all shareholders fairly and equitably in order to enable them to exercise shareholders’ rights and have the opportunity to communicate their views on matters affecting the company. The company gives shareholders a balanced and understandable assessment of its performance, position and prospects.
  
  The Company 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. 
  
  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 generally provides shareholders with longer than the minimum notice period required for the conduct of general meetings and the Company tries its best not to schedule its AGMs during peak periods which may coincide with the AGMs of other listed companies. A copy of the Notice of AGM is sent to all shareholders. Shareholders are also informed of general meetings through notices published in the newspapers and via SGXNet.
  
  If any shareholder is unable to participate at the meeting, such shareholders are able to appoint proxies to vote on their behalf at general meetings through proxy forms submitted in advance. 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 at general meetings.
  
  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. In the event resolutions are “bundled”, the Company explains the reasons and material implications for doing so 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.
  
  At the AGM, a presentation by Management is made to shareholders to update on the Company’s performance, position and prospects. The presentation materials are made available on SGXNet and the Company’s website for the benefit of shareholders.
  
  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.
  
  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) for security, integrity and related considerations. Notwithstanding the deviation from Provision 11.4, in line with Principle 11 of the Code, all shareholders nevertheless have the opportunity to participate effectively and communicate their views on matters affecting the Company even when they are not in attendance at general meetings. In addition to allowing for the appointment of proxies to vote on their behalf, shareholders are also invited to submit questions they may have on the motions to be debated and decided upon. Responses to all substantial and relevant questions submitted by shareholders within the deadline set prior to the meetings are uploaded to SGXNet and the Company’s website prior to the meeting. In addition, the Company will respond to substantial and relevant questions or follow-up questions submitted after the deadline either within a reasonable timeframe before the AGM or at the AGM itself.
  
  For greater transparency, F&N has implemented electronic poll at its AGMs where shareholders are invited to vote on each of the resolutions by poll, using an electronic voting system (instead of voting by hand). This allows 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 presented at the meeting and announced on SGXNet after the meeting. An independent external party is appointed as scrutineer for the electronic voting process to verify the count and validate the votes at general meetings. 
  
  The Company prepares and uploads the minutes of general meetings on the Company’s website and on SGXNet within one month from the date of the general meeting. Such minutes capture (a) the attendance of Board members at general meetings, (b) matters approved by shareholders, (c) voting results and (d) 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.
  
  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 F&N 125^th AGM HELD ON 24 JANUARY 2024
  RESULTS OF F&N 124^th AGM HELD ON 18 JANUARY 2023
  RESULTS OF F&N 123^rd AGM HELD ON 18 JANUARY 2022
  RESULTS OF F&N 122^nd AGM HELD ON 21 JANUARY 2021
  RESULTS OF F&N 121^st AGM 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 supports the Company’s inclusive approach in managing stakeholder relationships to ensure that the best interest of the Company is served.
  
  MINUTES OF ANNUAL GENERAL MEETING HELD ON 24 JANUARY 2024
  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. These arrangements as well as strategies and key areas of focus in relation to the management of stakeholder relationships are set out in the Company’s Sustainability Report. 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 proactively reviews global initiatives and frameworks, identifies external trends and conducts peer benchmarking. The Company also engages with various key stakeholders, including employees, suppliers, customers and the investment community, to gather feedback on sustainability issues that are important to them. Information and responses received are then used by the Company to identify and prioritise material ESG Factors and plot a materiality matrix which guides the development of the Company’s sustainability strategy and key areas of focus for the year under review.
  
  The Company’s Sustainability Report 2024 sets out information on the Company’s sustainability strategy, taking reference from the Global Reporting Initiative (GRI) Universal Standards 2021. The seven core areas of the Company’s sustainability framework include (i) Responsible Business Practice, (ii) Responsible Product Stewardship, (iii) Responsible Supply Chain, (iv) Creating Value for Society, (v) Empower our People, (vi) Operational Eco-Efficiency, and (vii) Value Chain Impacts. Following the requirements of SGX-ST Listing Manual on climate reporting, the Company’s Sustainability Report 2024 also provides climate-related disclosures on key material physical and transition risks and opportunities, consistent with recommendations of the TCFD.
  
  Please refer to the Company’s Sustainability Report 2024 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.
  
  Anti-Bribery
  The Company has procedures in place to comply with applicable anti-bribery laws and regulations. Under the Company’s Code of Business Conduct and Anti-Bribery Policy, employees are not to accept, offer, promise, or pay anything of value to another person with the intention to obtain or retain business, to improperly influence an official action or to secure an unfair business advantage, whether directly or through a third party.
  
  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(19) of the SGX-ST Listing Manual, 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.