Temporary Rules for Holding Electronic Meetings

The Companies (Miscellaneous Provisions) (Covid-19) Act 2020 (the “Act”) introduced temporary provisions to facilitate the holding of members and creditor meetings electronically. The following new provisions will only apply during the interim period which lasts until 31 December 2020 unless the period is extended:-

General Meetings during the Interim Period

  • The new provisions apply notwithstanding any other provision in the Act or the company constitution
  • Companies may hold the 2020 annual general meeting no later than 31 December 2020
  • Companies may hold general meetings by electronic or hybrid means as long as the members have a reasonable opportunity to participate in the meeting
  • Companies may provide for participation in a general meeting by providing or facilitating, for that purpose, the use of electronic communications technology, including a mechanism for casting votes by a member, whether before or during the meeting
  • The use of electronic communications technology may be made subject only to such requirements or restrictions put in place by the company as are necessary to ensure the identification of attendees and the security of the electronic communications technology, to the extent that such requirements or restrictions are proportionate to the achievement of those objectives.
  • Companies shall inform attendees before the general meeting of any requirements or restrictions
  • A company that provides for the use of electronic communications technology for participation in a general meeting by an attendee shall ensure it is secure, minimizes the risk of data corruption and for the failure and disruption of the technology
  • The technology should enable the attendee to—
    • hear what is said by the chairperson of the meeting and any person introduced by the chairperson, and
    • speak and submit questions and comments during the meeting to the chairperson to the extent that the attendee is entitled to do so under the constitution of the company.
  • Directors of a company may cancel, change the venue or change the means of holding the meeting in order to comply with the public health guidelines

Notice of the Meeting

  • Notice of a general meeting in the interim period to be held electronically must include the following particulars:-
    • the electronic platform to be used for the meeting,
    • details for access to the electronic platform,
    • the time and manner by which an attendee must confirm his or her intention to attend the meeting,
    • any requirements or restrictions which the company has put in place in order to identify attendees who intend to attend the meeting,
    • the procedure for attendees to communicate questions and comments during the meeting, and
    • the procedure to be adopted for voting on resolutions proposed to be passed at the meeting

Notice of the Rescheduled General Meeting

  • notice for these meetings may be given in the same manner as the original notice for the general meeting (referred to in that last-mentioned section) but where, in the opinion of the directors of the company, giving such notice in that manner is not reasonably practicable, notice shall be given—
    • where the company has a website, on that website,
    • by email to all members for whom the company has an email address, and
    • in a national newspaper.
  • Members may agree to waive these notice requirements

Quorum

  • During the interim period each member and proxy who participates in a general meeting by the use of electronic communications technology shall be counted in the quorum for the meeting.

Voting on Resolutions at a General Meeting

  • Where a company has included, in the notice of a general meeting, a notice of intention to require voting on a poll all resolutions at the meeting shall be taken on a poll
  • the chairperson of the meeting may conduct a vote to decide on a resolution by a show of hands of every member who is participating in the electronic meeting where the chairperson is of the opinion that he or she can identify the members entitled to vote and verify the content of voting instructions relating to the resolution

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