The Jamaica Stock Exchange (“JSE”) notes with concern reports in the media, and complaints from various stakeholders, which suggest that some companies have held, or have issued notices which suggest that they are planning to hold, Annual General Meetings in a manner which the JSE and the Companies Office of Jamaica have previously warned would be invalid and in breach of the Laws of Jamaica. These warnings have come by way of detailed Notices issued by the JSE on May 14 and May 20, 2020, both accessible on the JSE website at www.jamstockex.com.
Companies are Reminded that:
- Hybrid and/or totally electronic meetings are not permitted under Jamaican law.
- The fact that a company may have satisfied the minimum quorum requirement does not make a meeting valid. All shareholders must be invited as well.
- All shareholders are entitled to attend the AGM in person if they so choose.
- Companies cannot require members to appoint a proxy or to watch by video stream
- Shareholders are entitled to vote and ask questions at the AGM.
- Companies cannot require shareholders to send in their Questions and Votes on the resolutions in advance.
- Companies cannot require Shareholders to appoint a Proxy from a designated list of Proxies.
- Shareholders are entitled to appoint whoever they choose to attend the AGM on their behalf.
- The AGM once called, must be started and then adjourned, it cannot simply be withdrawn or adjusted, or postponed, unless the Articles authorise this.
The JSE is aware of reports in the Media, and have received complaints from stakeholders, alleging that GraceKennedy Limited (GK) held its Annual General Meeting on Wednesday, 27 May 2020 in apparent breach of some or all of these guidelines.
The JSE has written to GraceKennedy Limited (GK) to seek its clarification, explanation or justification in relation to these issues.