ASIC takes a ‘no action’ position on virtual meetings

Corporate News - 30 March 2021

Further to our update last week and the expiration of temporary relief measures enabling virtual meetings and electronic dispatch of notices under Corporations (Coronavirus Economic Response) Determination (No. 3) 2020, the Australian Securities and Investments Commission (ASIC) has now helpfully released a ‘no action’ position on virtual meetings.

This means that from now until the earlier of 31 October 2021 and the date on which Parliament passes amending legislation:

  • companies can rely on ASIC’s no-action position to hold virtual meetings and distribute meeting materials electronically. This remains subject to any specific requirements in a company’s constitution and is conditional on:
    • the technology used to hold the meeting providing members as a whole a reasonable opportunity to participate. This includes ensuring that members who are participating remotely are able to ask questions and make comments at the meeting;
    • voting at the meeting occurring by a poll rather than a show of hands;
    • each person entitled to vote being given the opportunity to participate in the vote in real time (where practicable voting should also be available in advance of the meeting); and
    • the notice of meeting including information about how those entitled to attend can participate in the meeting (including how they can vote, ask questions, make comments or otherwise speak at the meeting to the extent they are entitled to do so); and
  • public companies with financial years ending up to 7 April 2021 have an additional two months to hold their AGMs (i.e. AGMs can be held up to seven months after year end). This is conditional on:
    • the notice of the meeting or supplementary information in relation to the meeting, whether given electronically or otherwise, must either include the contents of the notice or details of an online location where the contents of the notice can be viewed or from where they can be downloaded;
    • where electronic addresses have not been nominated by those entitled to receive notice of the meeting, notice of how to access the contents of the notice must still be given personally or by post;
    • supplementary instructions for on-line participation in the meeting must be given at least two business days before the meeting is held by:
      • electronic message (if the member has provided the relevant details);
      • a notice on the entity’s website; and
      • a market announcement if the entity is listed on a market.

Please note that ASIC has not extended its class relief for the filing of financial reports. The earlier ‘no action’ position on late filing of financial reports only includes financial years up until 7 January 2021. Companies will need to apply for individual relief where there financial year ends between 8 January 2021 and 7 April 2021.
Companies with upcoming meetings should contact us at our Perth office on +618 9321 4000 or our Melbourne office on +613 9111 9400 if further advice is required on any of these changes.

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