Whole Section

  • Shareholder Approval

    • 853

      Participation in a scheme by controlling shareholders and their associates must be approved by independent shareholders of the issuer. A separate resolution must be passed approved by independent shareholders of the issuer. A separate resolution must be passed for each person and to approve the actual number and terms of options to be granted to that participant.

    • 854

      Any grant of options to a director or employee of the issuer's parent company and its subsidiaries that, together with options already granted to the person under the scheme, represents 5% or more of the total number of options available to such directors and employees, must be approved by independent shareholders. A separate resolution must be passed for each such person and to approve the aggregate number of options to be made available for grant to all directors and employees of the parent company and its subsidiaries.

    • 855

      When seeking shareholder approval, an issuer must explain the basis for the following:—

      (1) Participation by, and the specific grant of options to, each of the controlling shareholders or their associates;
      (2) Participation by, and the grant of options to, directors and employees of the parent company and its subsidiaries;
      (3) Participation by non-executive directors;
      (4) Participation by directors and employees of the associated companies;
      (5) Discount quantum; and
      (6) Size of the scheme.
    • 856

      An issuer must briefly describe in the circular the potential cost to it arising from the grant of options.

    • 857

      (1) An issuer must disclose the terms of the scheme or a summary of the principal terms in the circular. The summary must contain all the information required under Rules 844 to 849, and Rules 853 to 854.
      (2) If only a summary is disclosed, the issuer must make the terms of the scheme available for inspection at its registered office for at least 14 days before the date of the general meeting.
    • 858

      Where directors of the issuer are trustees of the scheme or have an interest direct or indirect in the scheme, the circular must disclose that interest.

    • 859

      Shareholders who are eligible to participate in the scheme must abstain from voting on any resolution relating to the scheme (other than a resolution relating to the participation of, or grant of options to, directors and employees of the issuer's parent company and its subsidiaries).

    • 860

      The following categories of persons must abstain from voting on any resolution relating to the participation of, or grant of options to, directors and employees of the parent company and its subsidiaries:—

      (1) The parent company (and its associates); and
      (2) Directors and employees of the parent company (and its subsidiaries), who are also shareholders and are eligible to participate in the scheme.
    • 861

      If options have been granted under a previous scheme, the circular to shareholders seeking approval for the new scheme must disclose the following about the previous scheme:—

      (1) Total numbers of shares reserved and allotted;
      (2) Number of participants;
      (3) Any material conditions to which the options are subject; and
      (4) The following details of options granted to directors of the issuer, and participants who are controlling shareholders and their associates:—
      (a) Dates options were granted;
      (b) Number of shares offered under the options; and
      (c) Number of shares allotted upon exercise of options.