COVID-19 and holding the company AGM
19 March 2020
Despite the unprecedented circumstances in which companies are now operating, Irish law still requires that companies hold an AGM within nine months of their financial year-end, and no more than 15 months since the previous AGM. As the COVID-19 outbreak may continue for several months, it may not be possible to postpone a company’s AGM.
We offer some practical guidance and best practices regarding the COVID-19 virus in the context of planning an AGM in the coming weeks and months. It is important however to check the company’s constitution for provisions on the AGM in conjunction with adhering to legal provisions and HSE advice.
Dispense with a physical AGM
It is possible for limited companies to avoid holding a physical AGM. However, to do so all members entitled to vote at the AGM must sign (and return) a written resolution to this effect. As a result, this is most suitable for smaller or single member companies.
Giving notice of physical AGM
- Companies must give a minimum of 21 clear days’ notice to members.
- The notice should reassure members that the company is monitoring HSE and government guidance ahead of the AGM and encourage members of the company to do likewise. The notice should advise members on the risk of personal attendance at the AGM.
- If the constitution of the company permits voting by proxy, the AGM notice should include a form of proxy and strongly encourage members to use it. Ideally multiple shareholders would grant proxies to a small number of persons such as independent directors to vote on their behalf at the meeting and thereby minimise the number of persons physically attending. This becomes even more relevant since 12 March when the HSE stated that there should be no indoor gatherings of more than 100 people. There must however be a quorum to proceed with the meeting.
Proceedings at the physical AGM
- Communicate with members – Consider making arrangements for members to submit questions in advance of the AGM with the aim of shortening the length of the meeting. This facility could be communicated to members in the AGM notice or by separate follow-up notice.
- Use of technology – Consider the use of technology at the AGM such as providing a web platform/conference call facility and including participation details in the AGM notice. If the notice has already been given, update the company’s website and consider notifying members of the details by e-mail. Under Irish law however, a member remotely attending an AGM may not be counted as part of the quorum or unless the Constitution provides otherwise, vote on resolutions before the meeting. It is simply a way that members can be made aware of developments without the risks associated with attending in person. The company should ensure that this distinction is made clear to members in the notice or separate communication. Directors should be mindful that the meeting quorum must still be satisfied by those attending in person and the meeting must be convened at a physical location.
- Procedures at the meeting – At the meeting, adhere to HSE guidance including spacing chairs apart, displaying HSE information and providing hand sanitisers. The meeting should be kept as short as possible.