FOR IMMEDIATE RELEASE:
February 8, 2011
Circulation of Annual Report and Other Documents to Shareholders
(KINGSTON February 8, 2011): The Companies Office of Jamaica informed the Jamaica Stock Exchange (JSE) recently that companies under the Companies Act, 2004 (the “Act”) are not in violation of the Act if they choose to send shareholders information relating to the Annual General Meeting by post, in the form of a Compact Disk (e.g. CD or CD-Rom) or in any other form contemplated by the definition of “document” set out in the Act.
Section 153 of the Act requires a company to send all of its shareholders a copy of the Company’s balance sheet, together with any documents required by law to be annexed to it, as well as the auditor’s report (collectively, the “Annual Report”), at least 21 days prior to any Annual General Meeting (AGM) at which the Annual Report is to be laid before the shareholders as contemplated by the Act.
The Jamaica Stock Exchange is advising that given the Companies Office advice, it is conceivable that a notice of meeting or any other document required to be sent to shareholders under the Act could also be sent by post, in the form of a CD or otherwise.
Further, the JSE recently amended its Rules 404 (E) (Requirements for Articles of Association – Annual Report) and Rule 409 (Annual Report) to dispense with the need for the information to be sent to shareholders by post or in printed form. These amendments were made to allow listed companies to take advantage of flexible communication arrangements, subject to shareholders’ consent and the law.
The Exchange notes however that any method of circulation of Notices or other documents to shareholders must also comply with the constitutional documents of a company, therefore some companies’ Articles of Incorporation or Association may require printed copies of Notices, Annual Reports and other documents for circulation. If constitutional arrangements so allow, the Exchange has no objection if Annual Reports or other documents are sent in CD or other format contemplated by the Act by post to their shareholders. Good practice however dictates that:
1. A printed Notice of Meeting and Proxy Form should accompany the CD and should inform what the CD contains and advise shareholders that they can request a printed copy of the Annual Report, or any other document referred to in it, ahead of the Annual General Meeting; and
2. Printed copies of the Annual Report or other relevant documents are made available at AGM.
As the information contained in the Annual Report is important to the shareholders and ample time should be given to allow them to consider the details, the Exchange also strongly advises listed companies to immediately act upon the request of any shareholder who desires to have a printed copy of the Annual Report.
In addition to the above, a listed company must advise the JSE of the circulation of the Notice of Meeting and submit its Annual Report in the usual manner, as required by the JSE Rules.
Finally, any company that wishes to adopt a new method for the purposes of communication and dissemination of information to their shareholders must so inform the Exchange.
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CONTACT:
NEVILLE ELLIS
JAMAICA STOCK EXCHANGE
TEL: (876) 967-3271 or 322-0984
FAX: (876) 924-9090
