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Scotia Group, Salada seek court approval to hold their next AGM electronically

Scotia Group and Salada Foods Jamaica have filed an individual claim in the Supreme Court seeking permission to hold their next annual general meeting (AGM) by electronic means.

In the case of Scotia Group, the court will hear its application on February 19, 2021 at 9:30 am. The banking group is seeking an order from the high court, permitting it to hold its next AGM, “in a manner to be specified by the court involving live stream or electronic broadcast”.

In her affidavit supporting the claim, Scotiabank President Audrey Tugwell-Henry said the court’s permission is necessary to hold the AGM via electronic means given the restrictions imposed by the Government as a result of the novel coronavirus pandemic. She argued that it is impracticable to host 15,000 Scotiabank shareholders given the gathering restrictions.

As such, she advocated that utilising technology or electronic means would allow shareholders to participate, thus an order from the court is needed to have this done.

SALADA’S CLAIM FOR PERMISSION TO HOLD VIRTUAL GENERAL MEETINGS

In the case of Salada, it has filed a claim through one of its directors, Patrick Williams, seeking, on behalf of the company, permission to hold its general meetings, partially or wholly, by electronic means. The court has fixed a date for the first hearing of that claim for Thursday, February 18, 2021 at 9:30 am.

Williams, who was appointed chairman of the board on March 5, 2015, and has served as a director since February 8, 2012, is seeking an order from the court, pursuant to Section 130(2) of the Companies Act for, among other things, permission for Salada to hold its general meetings for the years 2021, 2022, and 2023, partially or wholly, by electronic means given restrictions on gatherings arising from COVID-19.

JSE SUCCESSFULLY GOT TWO SUCH COURT ORDERS

Several other listed companies collectively filed similar claims, through the Jamaica Stock Exchange (JSE) last year, which were approved by the courts, allowing them to hold their general meetings in electronic or hybrid forms.

Last year, the JSE went to the Supreme Court on two occasions on behalf of listed companies, and on both occasions got the court to sanction them hosting their AGMs virtually. The last time this was done was last October.

At that time, the JSE sought a court order for seven listed companies that were unable to host an AGM given the COVID-19 restrictions. They were NCB Financial Group, Jamaica Broilers Group, Wisynco Group, Caribbean Assurance Brokers KLE Group, Everything Fresh Limited and Ciboney Group, most of which have since held their AGMs virtually.

Prior to that, in June 2020, the JSE filed a similar application permitting 16 public companies to hold their AGMs, fully or partly, by electronic means.

Among the 16 companies, which previously got permission for virtual AGMs, were JMMB Group Limited, Caribbean Cement Limited, Barita Investments Limited, Berger Paints Jamaica Limited, Lasco Distributors Limited, FosRich Company Limited, Lasco Financial Services Limited and Lasco Manufacturing Limited.

Main Event Entertainment Group Limited, Mayberry Investments Limited, Sagicor Group Jamaica, Supreme Ventures Limited, the Jamaica Stock Exchange, TransJamaica Highway, Victoria Mutual Investments Limited and Wigton Windfarm Limited complete the list.

Most of these companies have since hosted their AGM virtually, in accordance with the court ruling and in compliance with JSE rules.