Companies Act (Public Companies – AGM) Regulations 2020

by , on Jun 30, 2021 02:16:46 PM

The Companies Act (Public Companies – Annual General Meetings) Regulations, 2020 have been introduced by virtue of Legal Notice 288 of 2020. The Regulations are applicable to all public companies, and the provisions therein prevail over the provisions of the Companies Act regulating annual general meeting. The salient changes brought about by the Regulations are outlined herein.

The period of fifteen months for the holding of the annual general meeting has been extended by five months, thus not more than twenty months must elapse between annual general meetings.

Irrespective of the provisions in the Memorandum and Articles of Association, annual general meetings and extraordinary general meetings may be held remotely, subject to certain rules. The quorum for the holding of such meetings is that set out in the Memorandum and Articles of Association, and the quorum may consist of persons present at the meeting by proxy. No physical attendance of shareholders is allowed at the meeting. Shareholders are only able to appoint the Chairman of the meeting as their proxy and may indicate on the form of proxy how the Chairman as proxy is to vote on the resolutions put to the meeting. Shareholders must be granted sufficient time to ask questions related to the items on the agenda in advance, whether by electronic means or by a letter addressed to the company, and such questions must be answered by the directors or persons delegated for such purpose. The notice convening the general meeting must include the invitation to ask questions, and shareholders shall have time to submit their questions in writing up to forty-eight hours prior to the meeting. The company must answer such questions on the company website within forty-eight hours from the termination of the meeting.

Nevertheless, the annual general meeting and extraordinary general meeting may be held virtually, if the Articles of Association of a company so provide. The notice calling a meeting of a company must specify the means to be used for the virtual meeting and the procedures for attendance, voting and participation.

The period for the laying before and approval by the company in general meeting of the company’s annual accounts has been extended by five months, thus such period is now twelve months long. The period for the company directors to deliver a copy of the company’s annual accounts, a copy of the auditors’ report and the directors’ report to the Registrar for registration within forty-two days from the end of the period for laying of accounts shall start running according to the aforementioned extension. Companies wishing to avail themselves of such extensions must deliver a notice to the Registrar in the form set out in the Schedule to the Regulations.

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