Proxy Form (Singapore)

A Proxy Form in Singapore records the information the relevant body requires to process the matter.

The Companies Act prescribes specific requirements for proxy forms. Section 181(2) provides that the instrument appointing a proxy must be in writing under the hand of the appointor or of the appointor’s attorney duly authorised in writing. Section 181(4) requires the proxy form to be deposited at the company’s registered office (or such other place as specified in the notice of meeting) not less than 48 hours before the time appointed for holding the meeting. The company’s constitution (formerly known as the memorandum and articles of association) may prescribe additional requirements, such as the form of the proxy instrument or the number of proxies a member may appoint.

The Accounting and Corporate Regulatory Authority (ACRA) maintains the register of companies in Singapore and publishes guidance on corporate governance and meeting procedures. For public companies listed on the Singapore Exchange (SGX), the SGX Listing Rules impose additional requirements on the proxy voting process, including the use of poll voting (rather than a show of hands) for substantive resolutions at general meetings and the appointment of an independent scrutineer to validate proxy votes.

The Companies (Amendment) Act 2014 and subsequent amendments modernised Singapore’s proxy voting framework. Section 181(1C) allows a member of a company that has 50 or more members to appoint up to two proxies to attend, speak, and vote at the same meeting, with each proxy entitled to vote on a show of hands. For companies with fewer than 50 members, the member may appoint one proxy unless the constitution provides otherwise.

For Central Provident Fund (CPF) and Supplementary Retirement Scheme (SRS) investors who hold shares through CPF-approved agent banks (such as DBS, OCBC, or UOB) or SRS operators, the agent bank or SRS operator acts as the registered shareholder and appoints the beneficial owner as proxy to attend and vote at the general meeting. The CPF Board and the agent banks coordinate the proxy appointment process, and CPF investors must submit their proxy instructions to the agent bank by the deadline specified in the meeting notice.

The Singapore Code of Corporate Governance 2018, issued by the Monetary Authority of Singapore (MAS), recommends that companies adopt voting procedures that support the meaningful exercise of shareholder rights, including providing proxy forms that allow shareholders to direct the proxy to vote for or against each resolution.

The Companies (Amendment) Act 2024 further modernised the framework for virtual and hybrid general meetings, making permanent the temporary measures introduced during the COVID-19 pandemic. Companies may now conduct general meetings wholly or partly by electronic means, subject to the requirements of the Companies Act and the company's constitution. Proxy forms for virtual meetings may be submitted electronically through the company's designated platform.

A Proxy Form is needed whenever a shareholder of a Singapore company cannot attend a general meeting in person and wishes to exercise their voting rights through an appointed representative.

Shareholders who are overseas or otherwise unable to attend an Annual General Meeting (AGM) or Extraordinary General Meeting (EGM) need a proxy form to appoint a person — a family member, friend, solicitor, or professional proxy service — to attend and vote on their behalf. Under section 175 of the Companies Act (Cap. 50), every company must hold an AGM once in every calendar year, and the AGM considers matters such as the adoption of financial statements, the declaration of dividends, the election of directors, and the appointment of auditors.

Institutional investors — including fund managers licensed by MAS under the Securities and Futures Act (Cap. 289), insurance companies, and pension funds — routinely use proxy forms to vote at the general meetings of companies in which they hold shares. The Stewardship Principles for Responsible Investors, published by the Stewardship Asia Centre, encourage institutional investors to exercise their voting rights actively and to disclose their voting policies.

CPF and SRS investors holding shares through agent banks must submit proxy instructions to the agent bank (DBS, OCBC, or UOB) by the deadline specified in the meeting notice. The agent bank then appoints the CPF/SRS investor as proxy to attend the meeting, or votes on the investor’s behalf in accordance with the investor’s instructions.

Minority shareholders of private companies who wish to vote against a resolution proposed by the majority — such as a resolution to approve a related party transaction, to increase the directors’ remuneration, or to amend the company’s constitution — should submit a proxy form directing the proxy to vote against the resolution, particularly if the minority shareholder cannot attend the meeting in person.

Members of Management Corporations Strata Title (MCSTs) who cannot attend general meetings of their condominium’s MCST may also use proxy forms under section 27 of the Building Maintenance and Strata Management Act (BMSMA, Cap. 30C), which allows subsidiary proprietors to appoint proxies for MCST meetings.

A Singapore Proxy Form under the Companies Act 1967 (Cap. 50) must contain the following elements to be valid for use at a company general meeting. The forms-legal.com Proxy Form template incorporates all requirements of the Companies Act and the SGX Listing Rules (for listed companies).

Meeting details identifies the company by its full registered name and ACRA UEN, the type of meeting (AGM or EGM), the date, time, and venue of the meeting (or the virtual meeting platform, if the meeting is conducted electronically under the Companies Act provisions for virtual meetings), and the notice of meeting reference.

Shareholder details states the full legal name and NRIC, FIN, passport number, or ACRA UEN of the appointing shareholder, together with the number and class of shares held. For joint shareholders, all joint holders should be named and the first-named joint holder (as appearing in the register of members) signs the proxy form.

Proxy details identifies the appointed proxy by full legal name and NRIC, FIN, or passport number. Under section 181(1C) of the Companies Act, a member of a company with 50 or more members may appoint up to two proxies and must specify the proportion of shareholding each proxy represents. The proxy form should provide space for naming one or two proxies and specifying the proportion of shares allocated to each.

Voting instructions provides a table listing each resolution to be proposed at the meeting (referenced by resolution number and description from the notice of meeting) with checkboxes or columns for the shareholder to direct the proxy to vote ‘For’, ‘Against’, or ‘Abstain’ on each resolution. Under the Singapore Code of Corporate Governance 2018, companies are encouraged to provide proxy forms that clearly allow shareholders to direct the proxy’s vote on each resolution. Where no direction is given, the proxy may vote at their discretion.

Legal notes should state: the 48-hour deposit requirement under section 181(4) of the Companies Act (the proxy form must be deposited at the company’s registered office or designated location not less than 48 hours before the meeting); the right of the shareholder to revoke the proxy appointment by attending the meeting in person; and any additional requirements imposed by the company’s constitution.

Execution requires the shareholder’s signature and the date of signing. For corporate shareholders, the proxy form must be executed under the company’s common seal or signed by a duly authorised director or attorney under the Companies Act. For proxy forms executed by an attorney, the power of attorney (or a certified copy) must be deposited with the proxy form.

Chairman's discretion and disputed proxies should be addressed. The chairperson of the meeting has the authority to determine whether a proxy form is valid or invalid, subject to the requirements of the Companies Act and the company's constitution. Common grounds for rejecting a proxy form include: the form was not deposited within the 48-hour deadline; the form was not signed by the shareholder; the form contains inconsistent or unclear voting instructions; or the person named as proxy is not entitled to act as proxy. The chairperson's decision on the validity of proxy forms is subject to challenge by way of judicial review or by a derivative action under section 216A of the Companies Act.

Proxy revocation procedures should be stated. A shareholder may revoke a proxy appointment by: submitting a later-dated proxy form (which supersedes the earlier appointment); attending the meeting in person and notifying the chairperson; or delivering a written notice of revocation to the company's registered office before the meeting. The company's share registrar (such as Boardroom Corporate and Advisory Services or Tricor Singapore) typically processes proxy form submissions and revocations for SGX-listed companies.