IFBH Limited (06603) has lodged its fully amended Constitution with Singapore’s Accounting & Corporate Regulatory Authority, effective 29 April 2026. The document, adopted via special resolution on 17 June 2025, provides detailed guidance on capital management, shareholder rights and board governance. Key provisions are summarised below.
Capital Structure and Issuance • The company is a public entity limited by shares; member liability is limited to any unpaid share capital. • New share issues require prior shareholder approval via ordinary resolution, in line with Section 161 of the Companies Act 1967. • Directors may issue preference shares, provided total preference stock does not exceed the ordinary share count and carries voting rights if dividends are six months in arrears. • Treasury shares can be held and dealt with as authorised under Singapore law, but voting and dividend rights attached to such shares are restricted.
Shareholder Meetings and Voting • Annual General Meetings must be held within six months of the financial year-end; extraordinary meetings may be convened by directors or on requisition by holders of at least 10 % of paid-up voting shares. • Meetings can be conducted wholly or partly by electronic means; participation via such platforms constitutes presence in person. • All resolutions are to be decided by poll unless the chairman rules that purely procedural items may be taken by show of hands. • A quorum is met with two members present; a poll on chairman election or adjournment is taken immediately.
Board Composition and Rotation • The board must comprise a minimum of two directors, with no fixed maximum. • At least one-third of directors—or the nearest higher whole number—must retire by rotation at each AGM, ensuring every director retires at least once every three years. • Directors’ aggregate fees are determined by shareholders in general meeting; any increase requires separate ordinary resolution. • Directors may appoint alternate directors, subject to board approval; alternates do not count toward the minimum board size.
Borrowing and Financial Powers • Directors may borrow, mortgage or charge company assets and issue debentures to secure obligations. • Dividends can be declared only from profits; fixed-rate preference dividends may be paid on prescribed dates without further shareholder sanction. • A scrip-dividend scheme allows shareholders to elect new fully-paid shares in lieu of cash; fractional entitlements can be disregarded or dealt with at directors’ discretion.
Reserves and Capital Management • Directors may transfer profits to various reserves, fund share buy-backs, or capitalise reserves for bonus share issues with shareholder approval. • The company may reduce share capital or convert share classes by special resolution, subject to statutory and listing-rule requirements.
Audit, Accounts and Disclosure • Financial statements and directors’ reports must be presented to shareholders within four months of financial year-end. • Auditors have unrestricted access to records and the right to attend and address general meetings.
Indemnities and Data Privacy • Directors, officers and auditors are indemnified against liabilities incurred in the proper conduct of their duties, except where negligence, fraud or breach of duty is established. • Members consent to the collection and use of personal data for statutory, corporate-action and investor-relations purposes, aligning with Singapore’s data-protection framework.
Liquidation Provisions • On winding-up by special resolution, the liquidator may divide or vest assets in specie among members, subject to member approval and without imposing additional liability.
The updated Constitution aligns IFBH’s corporate governance with prevailing Singapore Companies Act requirements and enhances flexibility in capital management, shareholder engagement and electronic corporate actions.
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