If you are a director or company secretary and you are due to have an AGM, EGM or other important company meetings over the next few weeks, no doubt your plans may have changed given the constantly changing global situation regarding Covid-19.
While some companies may be altering their regular calendar of meetings, you could argue that such meetings have become even more urgent in current circumstances – with significant changes to the agenda admittedly. How can companies hold these important meetings while adhering to essential social distancing measures and looking out for the health and wellbeing of their directors and staff?
There are two sources of information and rules that you need to look at to decide what you can and cannot do about upcoming company meetings and corporate governance in general.
Your first point of reference should always be your company’s constitution (previously, called Memo & Arts) as this will often set out the powers that you or the board can exercise in relation to when you must have the meeting, if you can postpone it, where it must be held and does everyone need to attend, can a proxy attend instead or can everyone just skype or conference-call in.
The second point of reference is the Companies Act 2014, (the “Act”) but remember that often your constitution may have disapplied various parts of the Act, so you need to check if your constitution overrules the Act.
General meetings are covered in Part 4, Chapter 6 of the Act sections 175 to 199. Section 176 sets outs the location and the means of having a general meeting and it states that the meeting can be held inside or outside the state ‘using any technology that provides members, as a whole, with a reasonable opportunity to participate’.
Sections 175 and 193 of the Act allow for any general meetings (for companies limited by shares, which is most companies in Ireland) not to be held at all if there is a unanimous written resolution to that effect from all the members, which considering current events, could be very useful. The meeting will be deeded to have been held when the last shareholder has signed the resolution, but the written resolution must be dated before the meeting was due to take place.
If the meeting must physically go ahead, companies could limit the number of people attending by getting members (especially vulnerable persons) to nominate a proxy who can attend and vote on their behalf. A proxy is a person appointed by any member of a company entitled to attend and vote at a meeting, to exercise the members’ entitlements at the meeting. A proxy has the same rights as the member to attend, speak and vote at a meeting. However, unless the company’s constitution otherwise provides, a member can only appoint one proxy to attend on the same occasion and the instrument appointing a proxy must be:
- in writing and on the authority of the appointer or their legal representative authorised in writing; or
- if the appointer is a company, either stamped with the seal of the company or on the authority of an officer or legal representative duly authorised in writing; and
- must be deposited at the registered office of the company concerned or another location as specified at least 48 hours before the meeting or time appointed for taking a poll.
Section 184 of the Act sets on the form a proxy should take.
With a combination of conference facilities and proxies, in many cases you should be able to still hold essential meetings while still being responsible and practicing social distancing. Health and safety should be the primary concerns in this unprecedented situation.
For more information on corporate governance, or any other commercial issues, please contact one of our solicitors on 01 644 5800, [email protected] or fill in the enquiry form below and a member of our team will be in touch.