Key Tips

Begin planning early

This year more than ever it will be crucial to begin planning your AGM early.  Given the number of additional Listing Rule requirements, recycling notices of meeting from prior years may not be as easy this year.  Companies should also ensure that ASX and the ASIC have sufficient time to review draft notices of meeting as required. This includes ASX’s 5 day review period (excluding approval of waivers) and ASIC’s 14 day review period for proposed issues of securities or other financial benefits to related parties (subject to abridgement). ASIC suggests that listed companies complete the ASX review process prior to lodging a notice of meeting with ASIC, which will need to be declared in the form for lodgement of the notice of meeting with ASIC. 

In light of extended government relief enabling AGMs to be held using one or more technologies that give all persons entitled to attend a reasonable opportunity to participate without being physically present in the same place, detailed consideration will need to be given to the format of the AGM to ensure that relevant virtual/hybrid meeting procedures and processes are determined early.  Companies will also need to have arrangements in place to identify shareholders that are excluded from voting on resolutions under the Corporations Act or ASX Listing Rules.

Consider whether there are any practical issues with relying on the extension relief

Whilst 30 June 2020 reporters can now hold their AGM up to seven months after year end as a result of ASIC’s ‘no action’ position (even where it means that an AGM is not held in 2020 for companies with 1 June 2020 to 7 July 2020 year ends), companies should bear in mind:

• potential issues with prior Listing Rule 7.1A approvals lapsing and the company’s ability to raise capital being affected; and
• delays caused by the Christmas and early January holiday period particularly in light of ASX/ASIC review requirements.

Engage with your share registry

We strongly encourage companies to engage with their share registry early to prepare proxy forms and be prepared to despatch meeting materials in the modified manner.

Listing Rule Changes – December 2019

NOM Content

Notices of meeting will need to:

• satisfy additional content requirements for certain resolutions;
• include new voting exclusion statements; and
• include the consequences of a resolution being passed or not being passed by shareholders.

Voting by Poll

ASX now also requires all Listing Rule resolutions to be conducted by way of a poll rather than by a show of hands.

Companies holding virtual/hybrid meetings should discuss with us how this will be implemented, with particular focus on ensuring shareholders have a reasonable opportunity to participate and that the company is able to identify shareholders that are excluded from voting under the Corporations Act of ASX Listing Rules.

Disclosure Requirements

The closing date for receipt of director nominations, as set out in a company’s constitution or otherwise in accordance with the requirements of the ASX Listing Rules, must be disclosed and a copy of any Chairman’s or CEO’s address must be lodged with ASX before the meeting.  Please contact us should you require assistance with determining the closing date for director nominations or finalising the content to be included in any address to shareholders.

Voting Results

Voting results will need to be reported in accordance with new voting results disclosure requirements.