On 18 April 2020, Securities Commission Malaysia (SC) has issued a Guidance Note on the Conduct of General Meetings for Listed Issuers where they shall conduct fully virtual general meetings during the Movement Control Order (MCO) period.
The Guidance serves as a guide to guide all companies listed on Bursa Malaysia Securities Berhad on the conduct of general meetings during a period when the MCO is in place or outside of an MCO period; but where safe distancing requirements remain (e.g. restriction on mass gatherings). This includes the conduct of fully virtual general meetings and hybrid general meetings.
HIGHLIGHTS
(A) VIRTUAL GENERAL MEETINGS
- Fully virtual general meetings are conducted online, without a physical meeting venue for board members, senior management, shareholders and others involved in a general meeting to gather.
- The only venue involved in the conduct of a fully virtual general meeting is the broadcast venue where only the essential individuals are physically present to organize the fully virtual general meeting.
- Shareholders in a fully virtual general meeting will participate by audio or/and video capabilities.
(B) HYBRID GENERAL MEETING
- A hybrid general meeting is conducted at a physical meeting venue with shareholders physically present. The same meeting is broadcasted online, and shareholders are also provided the option of participating in the meeting via audio or/and video capabilities.
Note: The listed issuer shall not conduct a hybrid general meeting during an MCO, as it involves a gathering of individuals at one or more physical meeting venue(s). During an MCO, the SC will only consider and facilitate time-limited travel exemptions for essential individuals to conduct a fully virtual general meeting.
(C) KEY PERSONS
There should not be more than eight (8) essential individuals physically present at the broadcast venue. It is envisaged that these individuals would include the Chairperson of the general meeting, the Chief Executive Officer, the Chief Financial Officer, the company secretary, the auditor, the scrutineer and those providing audio and visual support for the fully virtual general meeting.
Listed issuers are encouraged to conduct the fully virtual meeting with the fewest possible number of essential individuals present at the broadcast venue, and are reminded to ensure social distancing and precautionary measures are practiced.
(D) QUORUM
Subject to the listed issuer’s constitution, the quorum shall be at least two (2) members; personally participating in the meeting or by proxy, pursuant to subsection 328(2) of Companies Act 2016. The participation of members is not restricted to physical presence but also includes members’ online participation at the meeting.
Meanwhile, the quorum of the meeting at a fully virtual or hybrid general meeting can be determined as follows:
- Fully virtual general meeting – the quorum can be determined by the number of members logged-in at the start of the meeting
- Hybrid general meeting – the quorum can be determined by the number of physical attendees at the meeting and members logged-in at the start of the meeting.
A listed issuer must ensure there is a proper mechanism to ensure members or proxies can fully participate in the meeting. There must also be a proper audit trail to record the attendance of individual members at the meeting.
(E) VOTING
The online voting process must be able to allow members to cast their votes in time during the proceeding of the general meeting.
Members with no access to the internet may cast a vote via proxy forms appointing the Chairperson of the meeting to vote on the members’ behalf. The proxy forms should be submitted within the stipulated time and through a manner (for example electronic means or postal) as determined by the listed issuer.
(F) FREQUENTLY ASKED QUESTIONS (FAQs)
1. Can a listed issuer conduct a fully virtual general meeting?
- Yes, subject to the listed issuer’s constitution and compliance with requirements under section 327 of the Companies Act 2016.
2. If a listed issuer needs to conduct a general meeting during an MCO, how should the meeting be conducted?
- Listed issuers shall only conduct FULLY VIRTUAL GENERAL MEETINGS during an MCO.
3. What are the requirements to conduct a fully virtual general meeting when an MCO is in place?
In addition to the requirements under section 327 of Companies Act 2016, a listed issuer should: –
- ensure there is a reliable infrastructure to enable the conduct of a fully virtual general meeting including enabling members to exercise their rights to speak and vote at the meeting;
- provide guidance to shareholders on the requirements and method of participating in the general meeting using the selected platform;
- identify a broadcast venue;
- ensure only up to eight essential individuals are physically present at the broadcast venue and social distancing precautionary measures are practiced, and
- only eligible members are allowed to participate in the meeting.
Listed issuers are advised to provide shareholders with a dedicated contact number and/or email to submit queries or requests for technical assistance to participate in the fully virtual general meeting.
4. In the case of a fully virtual general meeting, what should the listed issuer state as the ‘place’ of the meeting in the content of its notice of meeting as required under subsection 317(1)(a) of Companies Act 2016?
- The notice must indicate the broadcast venue as the place of meeting. In addition, the notice must also state the online platform being used for the meeting to ensure members are aware and have access to it.
- Listed issuers are reminded to provide the necessary guidance to its members on the requirements and method of participating in the general meeting using the selected online platform.
5. Section 327(2) of the Companies Act 2016 requires the Chairperson to be present at the main venue of the meeting. How will this requirement be met in the case of a fully virtual meeting?
- The Chairperson must be physically present at the broadcast venue.
6. In the event the Chairperson of the meeting is not in Malaysia, can the listed issuer still proceed with the meeting?
- Subject to the listed issuer’s constitution, in the event the Chairperson of the meeting is not in Malaysia, unless members or directors whichever is specified in the constitution elect one of their members who is in Malaysia to be the Chairperson of the meeting, the meeting shall not proceed.
7. During an MCO, can a listed issuer apply for exemption for the essential individuals to travel and be present at the broadcast venue?
- Yes, a listed issuer may apply for a time-limited exemption for the essential individuals to travel to and be physically present at the broadcast venue during the MCO to facilitate the conduct of a fully virtual general meeting.
- Listed issuers are reminded, that there should be no more than 8 individuals physically present at the broadcast venue. Listed issuers are also advised to conduct the fully virtual general meeting with the fewest number of essential individuals as possible.
8. How does a listed issuer apply for the time-limited travel exemption?
- A listed issuer can apply for the time-limited travel exemption from the SC by submitting the information required in the application form for Time-Limited Travel Exemption For General Meeting (During Movement Control Order) to AGM@seccom.com.my
For more information, please click Guidance and FAQs on the Conduct of General Meetings for Listed Issuers
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