From today, companies will be able to convene annual general meetings and other meetings prescribed under the Corporations Act, the Insolvency Practices Rules and the Passport Rules, entirely online rather than face to face.

Under the changes boards will be able to:

• Provide notice of Annual General Meetings to Shareholders using email;
• Achieve a quorum with Shareholders attending online;
• Hold Annual General Meetings online.

At this stage, the changes will be in effect until 6 November 2020.

Virtual Meeting

The determination modifies the operation of provisions of the Corporations Act 2001, the Corporations Regulations 2001, the Insolvency Practice Rules, and the Passport Rules , and  provides that

• a meeting may be held using one or more technologies that give all persons entitled to attend that meeting a reasonable opportunity to participate in the meeting without being physically present in the same place.

• the persons who participate in the meeting (using the technology specified) will be taken to be present at the meeting.

• persons attending the meeting must be able to speak (if they are entitled to do so), by using one or more technologies that allow that opportunity.

Vote

Any vote taken at an online meeting must be taken on a poll, and not on a show of hands, by using one or more technologies to give each person entitled to vote the opportunity to participate in the vote in real time and, where practicable, by recording their vote in advance of the meeting.

Notice

Notice of an online meeting may be given, and any other information to be provided with notice of a meeting may be provided using one or more technologies to communicate to those entitled to receive notice of the meeting:

1. The contents of the notice and the other information; or
2. Details of an online location where the notice and the other information can be viewed or downloaded.

The company must include in the notice of the meeting information about how those entitled to attend the meeting can participate in the meeting (including how they can participate in a vote taken at the meeting and speak at the meeting to the extent that they are entitled to do so).

Consequently, a company that has email addresses for some of its members could send those members an email setting out or attaching notice of a meeting, and other material relating to the meeting, or providing a link to where the notice and other material can be viewed or downloaded. To the other members the company could send a letter or postcard setting out a URL for viewing or downloading the notice and other material.

If notice of the meeting has already been given (that is before the legislation came into effect), the company must at least 7 days before the meeting is held, give a fresh notice of the meeting that includes the information set out above.

Proxy

A proxy may be appointed using one or more of the technologies specified in the notice of meeting.

The proxy must be treated in the same way as the appointer would be entitled or required to be treated if he or she attended the meeting.

Disclaimer

The information in this article is general in nature and is not intended to address the circumstances of any person or other entity. Although we do our best to provide timely and accurate information, we do not guarantee that the information in this article is accurate or that it will continue to be accurate in the future.