Shareholders’ Rights
What is your relationship with a company when you own its shares? What are your entitlements? Firstly, you may have noticed that for equity, sometine we use the term "shares" and other time "stocks", what's the difference? Well, it's just UK and US English. In UK, they call in shares while US call it stocks. In my previous article, I had highlighted that by buying a share, and usually it is an Ordinary Shares unless otherwise stated, you are one of the owners. There are tens of thousands of owners and you are just of them. You are therefore an ordinary shareholders. The power of these owners lies in their voting rights. So whoever has the greatest voting rights, i.e. having greatest number of shares, he or she will call the shot. Of course, shares is not just owned by individual but also other corporate body. A company can buy another company's share in its own name.
Although you are one of the owners, a team of expert known as the Board of Directors runs the company. You have no say over daily operations as you are a separate entity. However, you have the power to decide which director stays during the Annual General Meeting through your voting power. So please do not walk into a departmental store and grab a bottle of coke to drink without paying for it although you are a shareholder. You will be then under police custody.
As an ordinary shareholder, you are entitled:
- To sit in the Annual General Meeting (AGM).
- To vote during the AGM such as election of Board of Directors and any proposals such as dividends put up. Generally, one share equals to one vote. Take note that if you invest through your CPFIS-OA, you do not have direct voting rights. You have to give instructions to your Agent Bank, who will vote on your behalf. However, you can sit in as an observer, if you have registered with your Agent Bank.
- To receive company’s annual report.
As far as voting rights is concerned, there is another area to consider when investing in a foreign company. The following is an excerpt from Business Times (Aug 2007):
"Companies incorporated outside Singapore - including Thailand, Bermuda, and Cayman Islands - recognise only Singapore's Central Depository (CDP) as the sole shareholder of the shares. Because CDP holds all the shares on behalf of Singaporean shareholders, it would appear in the register of that company as the sole shareholder. As such, shareholders based in Singapore may not be able to speak or vote at annual general meetings (AGMs), since they are considered proxies of CDP, and may only be able to sit in as observers. Currently, foreign-incorporated companies have gotten round this problem by allowing CDP to appoint the individual investors as CDP's proxies. Individuals can attend and vote at the AGMs without the need to lodge any proxy. Shareholders who cannot attend a meeting personally may also enable their nominees to attend as CDP's proxies."
Dividends
As an ordinary shareholder, you only entitled the final (year end) dividend if so recommended by Board and passed during the AGM. Besides final dividend, the Board may also declare interim dividend. This is dividend given out after first half report and the Board is able to declare it without shareholders’ approval. Dividend issued to shareholders will be tax-deducted.
If you bought a company’s shares with CPFIS-OA, then the dividend paid out shall be credited to your CPF. You cannot cash it out. In fact, you CANNOT cash out your CPF money regardless of how much money you have made from the stock market. However, there is an indirect manner to get dividend from your CPF. This involved the tax regulations. Firstly, as highlighted, dividend is issue after-tax unless the company is tax-exempted. But if you do not have chargeable income during the basis period perhapst due to low income, the taxed portion of your dividend will be refunded to you. The catch here is that the IRAS do not segregate between dividends from cash or CPF investment. Full amount will be credited into your bank account.
Other Entitlements
1) Rights issue. A company may issue Right Shares to existing shareholders at certain ratio, at an attractive exercise price. Generally, the exercise price would be lower than the company’s current market price. The company concerned will send a letter to individual shareholder indicating the number of rights share and other details. As a shareholders, you may reject it, sell your rights in the market, or exercise it. To reject it, just do nothing about it and your rights will be forfeited. To sell it, you can do it during a window period. You will find the company's name appeared as another row with an "R" after it. That is where investors buy and sell the rights. If you want to exercise it and get the shares, you should make payment by filling up the form and attach a cashier's order. Alternatively, in Singapore context, you can also make payment through the bank's ATM. If the company is deemed to be a good investment, you may also asked for excess rights besides your entitlement, subjected to the company’s allotment.
2) Bonus issue. A bonus share is a free share of stock given to existing shareholders at certain ratio. Generally, this is to reward existing shareholders for their support and loyalty. If you are an existing shareholder, the bonus shares will be automatically credited into your account.
3) Stock split. Stock split refers to a corporate action that increases the number of shares in a public company. E.g. 2-for-1 stock split. If you have one share, after the split, it will becomes three shares. For this purpose, you don't have to do anything and will find your quantity of shares adjusted automatically.
4) Stock consolidation. It is a reverse of stock split. In this case, the company is consolidating, or merging its shares thus reducing the number of shares. For example, in Sep 2003, Beyonics Technology, one of my favourite company, announced a consolidation of five ordinary shares into two. If you owned five lots before consolidation, it will become two lots after the consolidation. Similarly, you don't have to do anything.
For any of the above corporate actions, you can see “CE” (cum entitlement) beside the stock quote on the SGX. During this time, if you buy the company’s shares, you will enjoy the entitlement. When you see “XE” (ex entitlement), the share price will be adjusted accordingly. Thereafter, if you buy the company’s shares, you do not enjoy any entitlement. This is a fair game so that nobody enjoys an arbitrage opportunity. An arbitrage opportunity happens when you earn a risk-free profit without any investment.
What is your relationship with a company when you own its shares? What are your entitlements? Firstly, you may have noticed that for equity, sometine we use the term "shares" and other time "stocks", what's the difference? Well, it's just UK and US English. In UK, they call in shares while US call it stocks. In my previous article, I had highlighted that by buying a share, and usually it is an Ordinary Shares unless otherwise stated, you are one of the owners. There are tens of thousands of owners and you are just of them. You are therefore an ordinary shareholders. The power of these owners lies in their voting rights. So whoever has the greatest voting rights, i.e. having greatest number of shares, he or she will call the shot. Of course, shares is not just owned by individual but also other corporate body. A company can buy another company's share in its own name.
Although you are one of the owners, a team of expert known as the Board of Directors runs the company. You have no say over daily operations as you are a separate entity. However, you have the power to decide which director stays during the Annual General Meeting through your voting power. So please do not walk into a departmental store and grab a bottle of coke to drink without paying for it although you are a shareholder. You will be then under police custody.
As an ordinary shareholder, you are entitled:
- To sit in the Annual General Meeting (AGM).
- To vote during the AGM such as election of Board of Directors and any proposals such as dividends put up. Generally, one share equals to one vote. Take note that if you invest through your CPFIS-OA, you do not have direct voting rights. You have to give instructions to your Agent Bank, who will vote on your behalf. However, you can sit in as an observer, if you have registered with your Agent Bank.
- To receive company’s annual report.
As far as voting rights is concerned, there is another area to consider when investing in a foreign company. The following is an excerpt from Business Times (Aug 2007):
"Companies incorporated outside Singapore - including Thailand, Bermuda, and Cayman Islands - recognise only Singapore's Central Depository (CDP) as the sole shareholder of the shares. Because CDP holds all the shares on behalf of Singaporean shareholders, it would appear in the register of that company as the sole shareholder. As such, shareholders based in Singapore may not be able to speak or vote at annual general meetings (AGMs), since they are considered proxies of CDP, and may only be able to sit in as observers. Currently, foreign-incorporated companies have gotten round this problem by allowing CDP to appoint the individual investors as CDP's proxies. Individuals can attend and vote at the AGMs without the need to lodge any proxy. Shareholders who cannot attend a meeting personally may also enable their nominees to attend as CDP's proxies."
Dividends
As an ordinary shareholder, you only entitled the final (year end) dividend if so recommended by Board and passed during the AGM. Besides final dividend, the Board may also declare interim dividend. This is dividend given out after first half report and the Board is able to declare it without shareholders’ approval. Dividend issued to shareholders will be tax-deducted.
If you bought a company’s shares with CPFIS-OA, then the dividend paid out shall be credited to your CPF. You cannot cash it out. In fact, you CANNOT cash out your CPF money regardless of how much money you have made from the stock market. However, there is an indirect manner to get dividend from your CPF. This involved the tax regulations. Firstly, as highlighted, dividend is issue after-tax unless the company is tax-exempted. But if you do not have chargeable income during the basis period perhapst due to low income, the taxed portion of your dividend will be refunded to you. The catch here is that the IRAS do not segregate between dividends from cash or CPF investment. Full amount will be credited into your bank account.
Other Entitlements
1) Rights issue. A company may issue Right Shares to existing shareholders at certain ratio, at an attractive exercise price. Generally, the exercise price would be lower than the company’s current market price. The company concerned will send a letter to individual shareholder indicating the number of rights share and other details. As a shareholders, you may reject it, sell your rights in the market, or exercise it. To reject it, just do nothing about it and your rights will be forfeited. To sell it, you can do it during a window period. You will find the company's name appeared as another row with an "R" after it. That is where investors buy and sell the rights. If you want to exercise it and get the shares, you should make payment by filling up the form and attach a cashier's order. Alternatively, in Singapore context, you can also make payment through the bank's ATM. If the company is deemed to be a good investment, you may also asked for excess rights besides your entitlement, subjected to the company’s allotment.
2) Bonus issue. A bonus share is a free share of stock given to existing shareholders at certain ratio. Generally, this is to reward existing shareholders for their support and loyalty. If you are an existing shareholder, the bonus shares will be automatically credited into your account.
3) Stock split. Stock split refers to a corporate action that increases the number of shares in a public company. E.g. 2-for-1 stock split. If you have one share, after the split, it will becomes three shares. For this purpose, you don't have to do anything and will find your quantity of shares adjusted automatically.
4) Stock consolidation. It is a reverse of stock split. In this case, the company is consolidating, or merging its shares thus reducing the number of shares. For example, in Sep 2003, Beyonics Technology, one of my favourite company, announced a consolidation of five ordinary shares into two. If you owned five lots before consolidation, it will become two lots after the consolidation. Similarly, you don't have to do anything.
For any of the above corporate actions, you can see “CE” (cum entitlement) beside the stock quote on the SGX. During this time, if you buy the company’s shares, you will enjoy the entitlement. When you see “XE” (ex entitlement), the share price will be adjusted accordingly. Thereafter, if you buy the company’s shares, you do not enjoy any entitlement. This is a fair game so that nobody enjoys an arbitrage opportunity. An arbitrage opportunity happens when you earn a risk-free profit without any investment.
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