|
Introduction The pandemic has affected business ecosystem resulting in gathering restriction which becomes a daily pertinent issue for private or listed companies in respect of annual and extraordinary meeting (AGMs/EGMs). The Hong Kong Chartered Governance Institute has issued guidance on 17 March 2022 in relation to meeting arrangement at pandemic.
Gathering restrictions Regulations affecting meeting arrangements:
1. Prevention and Control of Disease (Requirements and Directions) (Business and Premises) Regulation’ (Cap 599F). Meetings can no longer be arranged at public ‘event premises', for example, hotels and conference centres until further notice. The Hong Kong Government has further explained under FAQ B212 that virtual meetings should be arranged, which is subject to a company’s Articles of Association (“AA”) if the AA of a company allows for virtual meetings.
2. Prevention and Control of Disease (Prohibition on Gathering) Regulation’ (Cap 599G). Public event premises cannot be used for meetings but a private workplace is acceptable.
Meeting Formats Under section 2.3 of the Hong Kong Stock Exchange’s ‘Guide on General Meetings’, meetings should be held at a place and a time convenient to the largest possible number of shareholders to attend. Listed company should consider the use of technology (e.g. webcast, video conference) to maximise shareholder participation. There are however no specific requirements as to the meeting formats which might include:
1. Virtual meetings. This format should be adopted where permissible under the laws of the place of incorporation and/or the Articles of Association. In general, virtual meetings are permitted under the laws of Bermuda, the Cayman Islands and China. For a virtual meeting, i) arrangement such as quorum, live streaming, shareholder identification for electronic voting and facilitating Q&A sessions with shareholders and ii) technology-related disclaimers have to be provided to shareholders with sufficient notice.
2. Hybrid meetings. This format may be required under the laws of the place of incorporation and/ or the Articles of Association, for example, in Hong Kong. The Companies Registry of Hong Kong explained that the Companies Ordinance facilities hybrid meetings namely, a physical meeting together with a formof electronic participation using tele-conferencing, video-conferencing, etc. The emerging consensus is that hybrid meetings can be used to link a physical place with an online platform.
3. Physical meetings. If the Articles of Association only allows for physical meetings, listed companies should still consider facilitating shareholders to submit questions for companies to address them at meetings, and to broadcast the questions and answers to shareholders to view or listen to them. As the current pandemic may result in delays in mailing or submission of physical proxy forms, it is recommended that electronic proxy voting should be considered as in the case of virtual meetings. These arrangements should also be considered for meetings carried out at physical venues outside of Hong Kong, for example in China, to facilitate shareholders' participation.
Whatsapp : (852) 6499 4686 Phone : (852) 2186 6936 Email : info@intershores.hk
Disclaimer: Whilst reasonable care has been taken in provision of information above, it does not constitute legal or other professional advice. INTERSHORES does not accept any responsibility, legal or otherwise, for any error omission and accepts no responsibility for any financial or other loss or damage that may result from its use. In particular, readers are advised to take appropriate professional advice before committing themselves to any involvement in jurisdictions, vehicles or practice.
|
|
