Bill Will Rectify Drafting Error in Companies Act

1. As a result of a drafting error in section 189, the set of documents available for inspection or purchase by the shareholders of a company was inadvertently extended to minutes of meeting of directors and managers. This came about when section 188 of the Companies Act was amended to require a company to keep minute books containing all resolutions passed by written means, and declarations and resolutions made by the company if it has only one director. A consequential amendment was made to section 189 to require certain documents kept in the minute books pursuant to the amended section 188 to be made available to shareholders for inspection or purchase.

2. It was not the intent of the amendment to allow minutes of all meetings of directors to be made available to shareholders. The intent of section 189 is to give shareholders access only to those minutes of meetings which involve them, such as annual general meetings and extraordinary general meetings. This is consistent with international practice and good corporate governance.

3. The error will be rectified retrospectively when the Statutes (Miscellaneous Amendments) (No.2) Bill 2004 is introduced at the next sitting of Parliament on 15 June 2004.

MINISTRY OF FINANCE