The Jamaica Stock Exchange (JSE) has sought to provide guidance to listed companies regarding the holding of hold their Annual General Meetings (AGMs) in light of the restrictions imposed, as a result of the COVID 19 virus.
The JSE reports that listed companies have already approached the exchange about holding Annual General Meetings (AGMs), in light of the COVID-19 virus and possible risks at public gatherings. In giving its guidance, the JSE, which regulates the local stock market, advises that in keeping with the Companies Act 2004, Section 126, a company has up to 15 months from the date of its last AGM to convene its next AGM.
Given the provisions of the Companies Act, this means that listed companies have a grace period of three months within which to convene AGMs. Also, for companies which are planning their first AGM, the Companies Act allows for a maximum period of 18 months from the date of its incorporation to convene its first meeting.
The JSE said it is taking the opportunity to inform company directors that while the Companies Act, Section 141, provides guidance for them to participate in meetings by electronic means, there are no similar provision for members or shareholders of a company. In its advisory issued today the JSE points out that as a result of this provision, it is encouraging listed companies to examine their Articles of Incorporation regarding the holding of AGMs.
This is in order to ascertain whether there are any instructions given for extraordinary circumstances such as COVID 19. “In extreme circumstances, the Court’s power in accordance with the Companies Act, Section 130, could be invoked to order that an AGM be called in such a manner that the Court thinks fit, the JSE explains.
As it relates to the postponement of AGMs, which were previously communicated to the market, the JSE is advocating that companies faced with this situation be guided by the Companies Act and their Articles of Incorporation for the procedures which facilitate the postponement of an AGM.
For those companies, which are not incorporated in Jamaica, the stock market regulator encourages that guidance in this regard be taken from the relevant Jurisdiction’s legislation. In addition, the JSE has encouraged listed companies to be guided by the Statement of the Health and Wellness Minister, Christopher Tufton, dated March 16, 2020, which states that:
The JSE says it is available should listed companies and their directors need further clarification or wish to discuss any further issues concerning the convening of AGMs during this period.