Companies listed on the Jamaica Stock Exchange (JSE) have requested guidance on holding Annual General Meetings (AGMs) in light of the COVID-19 virus and possible risks at public gatherings.
We are advising our valued stakeholders that in keeping with the Companies Act 2004, Section 126, a company has up to 15 months from the date of its last AGM to convene its next AGM. Given the provisions of the Companies Act, it means that listed companies have a grace period of three (3) months within which to convene AGMs. The companies which are planning their first AGM, the Companies Act allows for a maximum period of eighteen (18) months from the date of its incorporation to convene its first meeting.
We also take this opportunity to inform that while the Companies Act, Section 141, provides guidance for directors to participate in meetings by electronic means there are no similar provision for members or shareholders of a company. In view of this, we encourage listed companies to examine their Articles of Incorporation regarding the holding of AGMs to ascertain whether there are any instructions given for extraordinary circumstances such as COVID 19. In extreme circumstances, the Court’s power in accordance with the Companies Act, Section 130, could be invoked to order that an AGM be called in such a manner that the Court thinks fit.
As it relates to the postponement of AGMs, which were previously communicated to the market, we encourage companies faced with this situation to be guided by the Companies Act and their Articles of Incorporation for the procedures which facilitate the postponement of an AGM.
For Companies not incorporated in Jamaica the JSE is advising that guidance be taken from the relevant Jurisdiction’s legislation.
Finally, we encourage you to be guided by the Statement of the Minister of Health and Wellness dated March 16, 2020, which states that:
- “Public gatherings (such as funerals and weddings) are limited to no more than 20 persons”.
- “Further, public gatherings and non-essential travel are discouraged”.
Please note that the JSE is available should you need further clarification or wish to discuss any further issues concerning the convening of AGMs during this period.