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Holding shareholder meetings during current COVID-19 restriction

Corporate News - 28 May 2021

In light of the current circumstances in Melbourne and continued uncertainty on government restrictions on gatherings and non-essential travel throughout Australia, the ability of companies to hold shareholder meetings will invariably be impacted. We would like to remind clients that, subject to any specific requirements in the company’s constitution, companies may rely on the Australian Securities and Investments Commission’s (ASIC’s) current ‘no action position’ to hold virtual meetings and distribute meeting materials electronically provided that members as a whole have a reasonable opportunity to participate. Reliance on ASIC’s ‘no action’ position is subject to a number of conditions as set out in our earlier March update.
 
For those companies who have already dispatched notices of meeting and had planned physical meetings (but may not be able to proceed due to changes in government restrictions), a number of options are available (subject to the any contrary requirements in the constitution):

  1. change the meeting to a hybrid or fully virtual meeting and notify shareholders of the change in venue and attendance protocol – if this approach is taken, companies will need to ensure:
    1. shareholders are notified at least two (2) business days before the scheduled meeting by email, notice on the company’s website and via an ASX announcement; and
    2. appropriate technology is in place to allow voting by poll in real time (and where practicable voting should also be available in advance of the meeting) and questions can be asked during the meeting; or
  2. postpone/adjourn the meeting - ASIC is currently allowing public companies with financial years ending up to 7 July 2021 to have an additional two months to hold their AGM. Again, this is subject to a number of conditions.

Clients are encouraged to contact us in our Melbourne office or our Perth office for further advice by clicking here.

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