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Information on Virtual AGM

Information on virtual AGMs

October 6, 2020

As community members start to hold their AGM’s over the coming months, here are some tips on running virtual AGMs.

 

  • The Companies (Miscellaneous Provisions) (COVID-19) Act 2020 became law on 1st August 2020 and this provides for temporary measures to address areas of concern in relation to operational matters of companies, including the requirement to hold an AGM. The Act allows companies to postpone AGMs until 31 December 2020 and to hold any general meeting virtually, notwithstanding the provisions of the company’s governing document.

  • A number of different platforms can be used to hold a virtual AGM including Zoom and Microsoft Teams. Check with those who will be attending to see which platform they are more familiar with. It is important to note that the act mentioned above requires that the technology must provide all attendees with a “reasonable opportunity to participate in the meeting” and that it allows for secure communication. Therefore, make sure that the meeting is enabled with a password and this is only distributed to those who are eligible to attend the AGM.

  • Open and full communication with attendees is very important. It is useful to share all information, including the annual accounts, ahead of time if possible so that attendees can be prepared with any questions they may have. Attendees can be asked to submit their questions in advance to ensure the AGM runs smoothly.

  • Don’t forget that, the company is required to give members 21 days notice of an AGM and of the business to be discussed (i.e. the agenda for the meeting). The notice period excludes the day the notice is issued and the day of the AGM.

  • What should the notice of the AGM include?
    • Date, time and place of meeting
    • The agenda which should include a list of items to be discussed and voted upon at the AGM
    • A copy of the financial statements
    • A note telling the member they have a right to appoint a proxy and the proxy form.
  • Quorum – check your governing document to determine the number of attendees required for a quorum. It is still essential to have a quorum present when conducting the business of a virtual AGM.

  • Voting – if there is a requirement for voting at the meeting, this can be done in a number of ways. It may be feasible for smaller companies to conduct voting by way of virtual show of hands using a polling feature within the video conferencing platform. Another option is using Survey Monkey which can be circulated to specific people, i.e. only those entitled to vote. The simplest option may be to circulate email polling cards for attendees to complete remotely. The poll can be conducted after the conclusion of the meeting.

 

More information on the holding of AGMs can be found on the Office of the Director of Corporate Enforcement website.

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