HYBRID AGM: How to fulfil Annual General Meeting requirements remotely - 20 August 2020

RMcH states: Now that we are into Annual General Meeting season, we’ve been asked by quite a few clients how they can facilitate their AGM remotely during the current Covid 19 pandemic. It is especially important that companies take steps when possible to remain compliant during the COVID-19 crisis. Clients need to understand matters around fulfilling the Annual General Meeting requirement and how to proceed with hybrid AGMs remotely. This will help ensure the company continues to exercise good corporate governance and remain compliant with the Companies Act.

Effects of COVID-19 on AGMs

During this period of unprecedented events with the evolution of COVID-19, many companies are facing hardship and logistical difficulties. Companies are now obliged to, where possible, work remotely to ensure social distancing and some have had to close their doors. This has caused a challenge to client communication and an interruption to scheduled meetings.

The current restrictions companies are facing could potentially result in a set-back for AGMs but fortunately, with the new proposed legislation ‘Companies (Miscellaneous Provisions) (Covid-19) Bill 2020’ which is due to be enacted soon, companies can now hold general meetings through electronic means of communication. This bill was drafted to reflect recommendations made by the Company Law Review Group (CLRG) to the Companies Act 2014 to facilitate companies during this period. Once the Bill is signed into law by the amendments are applicable to companies until the 31st of December 2020 and may be extended up until the 21^st of June 2021.

The amendments to the 2014 Act will ultimately facilitate companies to proceed with AGM’s in a safe manner. Allowing a general meeting to change venue, postpone or reschedule and to be held by electronic means.

Under section 175 the Companies Act 2014, an annual general meeting must be held every annum, with no longer than 15 months between the date of one annual general meeting and the next. Unless the company is newly incorporated, in which case the first AGM must be held no longer than 18 months after incorporation. The Bill will remove the requirement for the first Annual General Meeting to be held within 18 months of incorporation and for no more than 15 months to elapse between one AGM and the next. The Bill outlines that the 2020 AGM meeting can be held up to the end of 2020.

Section 176 of the Companies Act 2014 allows for Irish companies to hold meetings using technology, which could be useful during this period of social distancing. If your company’s constitution prohibits the company from holding a meeting by technological means, the company can pass a special resolution to amend the constitution to remove this provision. For assistance with this, please don’t hesitate to contact us. The Bill, however, will allow companies to hold virtual meetings during this time regardless of whether the provisions in their constitution prohibit this.

What is a Hybrid AGM?

Hybrid AGMs are popular forms of communicating for AGM’s under Irish law. This form of communication may be used during this period to maintain government guidelines of social distancing. A hybrid AGM is both virtual and physical; It enables the meeting to take place with remote and physical participation of shareholders. Holding AGMs remotely would be convenient with the rise of COVID-19 reducing travel where possible. Possible mediums for a hybrid and electronic meeting include platforms such as Zoom, GoToMeeting and Microsoft Teams.

Video Conferencing to hold AGMs Remotely

With the use of video conferencing platforms such as Zoom and Skype, many companies are able to carry out business meetings as usual. This form of communication is more engaging than by phone, it allows colleagues and clients face to face interaction.

Zoom is an effective application that is widely accessible and facilitates video conferencing and audio tuning with a gallery view. Meetings are secured with a meeting ID and password and only the organizer can allow participants to join the meeting.

Zoom for example, has many features such as:

• Online meetings
• Video webinars
• Conference rooms
• Phone system
• Online chat

Zoom also enables users to show slides on-screen to all members of the conference. Another useful tool is screen sharing, which allows multiple members attending the meeting to have access to one screen. There is also an interactive whiteboard, this is convenient for learning and training purposes. The host can also choose to mute all users when delivering useful information to the team, blocking out background noises. The application also has other interesting features such as virtual backgrounds and face filters.

Guidelines for Effectively using Video Conferencing in Board Meetings

It is essential that we use these platforms to our advantage especially during the Covid-19 situation which prevents people from meeting physically. Generally, if a company’s constitution prohibits the use of a Hybrid or Electronic meeting, this should be avoided, the enactment of the Bill will facilitate companies during this time, should their Constitution state otherwise.

The steps below are guidelines to achieve an effective board meeting using video conferencing.

1. Choose medium in advance– depending on what type of meeting is taken place, choose a medium which is best suited
2. Inform board in advance of the meeting– ensuring all members have an adequate internet connection and are registered with the video conference platform
3. Take attendance
4. Have a clear agenda schedule– allocate a team member to discuss certain points
5. Approval of minutes from the last meeting
6. Minutes allocated to one team member for the current meeting
7. Issues and actions allocated to different members to discuss
8. Key points for the next meeting’s agenda