The Jamaica Stock Exchange (JSE) is headed to court on behalf of 17 listed companies, including itself, which all desire to hold their annual general meetings (AGMs) by electronic means.
On June 24, 2020 the Supreme Court will hear Claim No. SU 2020 CD 00227 which seeks orders permitting the companies to hold their AGMs for 2020 “in a manner to be specified by the court.”
The companies listed on the claim are Barita Investments Limited, Berger Paints Jamaica Limited, Caribbean Cement Limited, Fosrich Company Limited, JMMB Group Limited, Lasco Distribution Limited, Lasco Financial Services Limited, Main Event Limited, Lasco Manufacturers Limited, Maybery Investments Limited, Mayberry Jamaica Equities Limited, Sagicor Investments Limited, JSE Limited, Supreme Ventures Limited, Victoria Mutual Investments Limited, and Wigton Windfarm Limited.
JSE head Marlene Street Forrest who has been appointed as representative stated that under COVID conditions, shareholders of the companies would not be able to attend an AGM as prescribed by the Companies Act of Jamaica.
Under the claim, the JSE asked for the variation under the section 130 of the Companies’ Act which allows the court to prescribe alternative venues and means of holding an annual general meeting. The Act prescribes a physical location as meeting place for shareholders.
The application made by Street-Forrest outlines that on March 13, 2020 new orders were issued under the Disaster Risk Management Enforcement Measures Order, which declared Jamaica a disaster area due to the effects of the sars cov2-19 virus.
The order restricted the size of public gatherings to ten people and was further extended to June 30, 2020. AGMs are now exempted, but the requirements of physical distancing make it impossible for any company to find a venue large enough to keep shareholders, numbering in the hundreds, the required distance apart.
Street-Forrest, stating in her application that there is no certainty when the sars virus will end or be brought under control and when restrictions will end.
Adding that the Ministry of Health also says when Jamaica reopens orders are likely to see a resurgence” of infections, she said restrictions on public gatherings are likely to continue for several more months.
For the companies listed on the claim, she said, “The number of shareholders exceed 1300 and in some cases more than 20,000.
“…It is impracticable for companies to hold AGM in accordance with Companies Act [because of] the absence of appropriate venues of suitable size. It would also expose all persons associated to the increased risk of exposure to the corona virus,” she said.
The application was therefore made to court for the manner in which an AGM can be held by using by electronic means.
The application also asked that voting be done electronically or other means before or at the meeting or by proxy.