Is this the end of Virtual General Meetings for Irish Companies?
Provisions introduced as a result of the Covid-19 pandemic that allow companies to hold virtual general meetings are set to lapse on 31 December 2023.
The Companies (Miscellaneous Provisions) (Covid-19) Act 2020 (the “2020 Act”) was introduced as a temporary amendment to the Companies Act 2014 to assist companies dealing with compliance issues arising out of the pandemic.
The 2020 Act enables companies to hold their annual general meeting (AGM) and extraordinary general meetings (EGM) of shareholders by fully or partially virtual means without a physical venue being required provided all attendees have a reasonable opportunity to participate in the meeting. These statutory measures which override a company’s written constitution, eliminate the requirement for shareholders to be physically present or appoint a proxy for physical representation.
The 2020 Act introduced specific requirements for general meetings held by electronic means including:
– Information which must be contained in the notice of a general meeting.
– A system for identifying attendees.
– The security of electronic platforms.
– Mechanisms for casting votes by a member whether before or during a meeting.
– Consequences of failure or disruption of the electronic technology used.
Unless the 2020 Act is extended in the coming weeks before its deadline of 31 December 2023 and if virtual meetings are not permitted in a company’s constitution or shareholders agreement, a company will not be permitted to use a virtual general meeting and will have to revert to physical or hybrid general meetings.
Companies wishing to continue to avail of this facility will need to amend their constitutions to introduce a facility to hold shareholders’ meetings remotely. There has been some debate as to whether the Government will place the provisions of the 2020 Act on a permanent statutory footing and it remains to be seen whether this will occur.
Picture. John Allen