Virtual AGMs in Ireland?

HOLDING YOUR AGM VIRTUALLY with a physical location

Date May 2020

Many organisations are struggling with holding statutory Annual General meetings (AGMs) in the current Covid-19 pandemic. On the one hand we must comply with the Companies act which requires companies to hold an AGM annually and within 15 months of the previous AGM; on the other hand, we need to comply with the Health (Preservation and Protection and Other Emergency Measures in the Public Interest) Act 2020 into law, signed into law on 20th March 2020. This law prohibits gatherings of people from taking place, the recent reopening phases do not provide for large gatherings such as AGMs.

The Companies registration office has provided help with an update regarding filing of Annual Returns but the obligation to hold an AGM remains.

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For companies wishing to hold their AGM virtually the following guidelines may be helpful:

The Companies Act 2014, Sec 176(4), allows companies to hold their AGMs as a hybrid of physical and virtual. “ A meeting referred to in subsection (1) may be held in 2 or more venues (whether inside or outside of the State) at the same time using any technology that provides members, as a whole, with a reasonable opportunity to participate”. Therefore, a physical location with virtual attendance is required.

Check your constitution – does it stop you from holding your AGM with virtual attendance? (Particularly check the sections called “General Meetings”, or similar name)

If your Constitution does not prohibit you from holding your AGM in a physical location with virtual attendance: Make plans based on previous years AGMs, and note the following:

Members: Identify the current members of your company

Set a date: Often the date of the AGM can coincide with the date of the next Board meeting and one can be held after the other, if convenient. Notice must be given 21 days in advance of the AGM.

Set a venue: Where companies have provisions in their const

itution permitting participation at the AGM via technology and shareholders are permitted to participate and vote electronically, a physical location for the AGM is still required. Normally this is the location of the Chair of the meeting. Sometimes the home address of the Chair is convenient. If the Chair can be in the corporate venue, then this could be used as the meeting venue.

No physical attendance: While Covid-19 restrictions on gatherings are in force - The notice should discourage members from physically attending the AGM

Notice of the AGM: Notice must be sent 21 days prior to the meeting date. Clear instructions on how to participate electronically should be contained in the Notice of AGM.

Prepare an agenda

A proxy voting form : Enclose a proxy voting form if required. If the organisation has numerous members – a proxy is recommended, so that the votes of members can be counted. A show of hands could be challenging if the meeting is by video. The Chair will need to be able to identify who is present and count the show of hands and, or votes.

Quorum: The quorum for the AGM is normally in your constitution.

Technology: Check that the technology is working and test it in advance