Senate approves virtual meetings amendmentsFriday, October 22, 2021
KINGSTON, Jamaica — The Senate on Friday gave full support to a Bill entitled, The Companies (Amendment) Act, 2021, approving the government's support for virtual and hybrid general business meetings.
Leader of Government Business, Senator Kamina Johnson Smith, informed the Senate that the Bill provides for the holding of both virtual and hybrid Annual General Meetings (AGMs) and extra-ordinary general meetings for stakeholders in businesses.
Senator Johnson Smith, who is also Minister of Foreign Affairs and Foreign Trade, informed the Senate that it had become necessary to turn to these virtual and hybrid meetings, in order to manage and curtail the spread of the COVID-19 pandemic, as required under the provisions of the Disaster Risk Management Act (DRMA) primarily in terms of the need for social distancing.
She said that the six-foot apart social distancing protocol had been affecting public activities within both the public and private sectors, despite being necessary in light of the fact that the coronavirus “moves only when people moves” and accordingly the movement of people and gatherings had to be curtailed by legislation.
“In the private sector, the holding of AGMs by the companies has been particularly affected, but has mandated by Section 126 of the Companies Act, a company must hold an AGM within 15 months of their last meeting,” she explained.
She said that compliance had proven difficult for companies which have shareholders larger than the number of persons permitted by the DRMA Orders for public gatherings. And as s a result some companies have been seriously challenged to hold their AGM in compliance with the Act.
“The government will now therefore, through these amendments, provide the options for companies to vary the modality of their general meetings, as a rule, and of course by simplified process a decision was taken to amend the companies Act to: (a) provide for the holding of any annual meeting, including the AGM, or an extra-ordinary general meeting as a virtual only or as an hybrid meeting, where this is not expressly prohibited by the articles of a company,” she said.
"And (b) where conditions necessary for holding the hybrid meetings or completely electronic meetings, which ensure the participation of all members in attendance, it will seek to empower the Registrar of Companies to grant an extension of time to the holding of an AGM, on the application of a director of the company, or any member who is entitled to vote at the meeting where an Order has been made under the DRMA, or a proclamation from the Governor General declaring a period of public emergency under Section 20 of the Constitution," she continued.
She was supported by Government Senator Donald Wehby, and Opposition Senators Sophia Fraser Binns and Donna Scott Mottley.
Senator Wehby said that the amendments could be broken down into two sections: (1) whether it will allow companies to host AGMs in a virtual or hybrid format; and (2) whether it will allow the Registrar of Companies to allow for an extension of time for the holding of an annual general meeting. However he said that a certain amount of flexibility had been built into the amendments.
He said that the Bill will also address the uncertainty that was created on whether in hosting a virtual or hybrid AGM was allowed under the Companies Act, which has now been cleared up.
He commended minister of Industry, Investments, Commerce, Agriculture and Fisheries, Audley Shaw, on his input into the development of the Bill.
“Shareholders participation is the single most important part of any AGM. So, I think that it is extremely important that that will be covered,” he added.