#betterdirectors #webinarwednesdays #bb@9€¦ · #bb@9 virtual general meetings | on the day...
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#BetterDirectors#WebinarWednesdays#BB@9
#BetterDirectors#WebinarWednesdays#BB@9
Overview
Virtual General Meetings
COVID-19 response
Enabling legal requirements and giving notice
Practical preparation
On the day
Virtual Board Meetings
Enabling legal requirements
Practical considerations and tips
Questions
#BetterDirectors#WebinarWednesdays#BB@9
Virtual General Meetings
COVID-19 response
#BetterDirectors#WebinarWednesdays#BB@9
Virtual General Meetings | Global COVID-19 response
GLOBAL TRENDS 18 March 2020
Egyptian decree to temporarily
allow virtual attendance of
board and general assembly
meetings
20 March 2020
ASIC makes announcement
encouraging companies to hold
meetings virtually (despite
ambiguity regarding the validity
ito Corporation Act)
3 March 2020
Starbucks Corporation changes
its upcoming annual meeting
from a physical location to a
virtual-only format
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Virtual General Meetings | South African COVID-19 response
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Virtual General Meetings
Enabling legal requirements, notice
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Virtual General Meetings | Enabling legal requirements
Section 63(2) of the Companies Act
Ensure the company’s MoI allows electronic participation
A shareholders’ meeting can then be conducted entirely by electronic
communication (virtual meeting); or
One or more shareholders or proxies can participate by electronic
communication in all or part of a meeting being held in person (hybrid
meeting)
Electronic communication must ordinarily enable all participants to
communicate concurrently with each other without an intermediary and
to participate reasonably effectively in the meeting
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Virtual General Meetings | AngloGold Ashanti Limited example
“The Company has appointed The Meeting Specialist (Pty) Ltd (“TMS”) for purposes of hosting its AGM entirely byway of electronic communication and, in particular, for TMS to provide the Company and its shareholders withaccess to its electronic communication platform (the “Platform”) for purpose of enabling all of the shareholders,who are present at the AGM, to communicate concurrently with each other, without an intermediary, and toparticipate reasonably effectively in the AGM and exercise their voting rights at the AGM.
Please note that in terms of Section 63(1) of the Companies Act, before any person may attend or participate in theAGM, (a) that person must present reasonably satisfactory identification and (b) the person presiding at the AGMmust be reasonably satisfied that the right of the person to participate in and vote at the AGM, either as ashareholder (or shareholder’s representative), or as a proxy for a shareholder, has been reasonably verified. Formsof identification include a valid identity document, driver’s licence or passport. Accordingly, the Company hasappointed TMS to verify the identity of any shareholder who wishes to attend the AGM and shareholders will onlybe granted access to the Platform once they have been verified by TMS.
Please also note that in order to attend and participate in the AGM, shareholders are required to be granted accessto the Platform by TMS and any shareholder who wishes to attend the AGM is encouraged to contact TMS [email protected] or +27 11 520 7950/1/2 as soon as possible, but not later than 14:00 on Monday, 8 June2020 to enable TMS to verify its/his/her identity and thereafter to grant that shareholder access to the Platform.Notwithstanding the aforegoing, any shareholder who wishes to attend the AGM is entitled to contact TMS at anytime prior to the conclusion of the AGM, in order to be verified and provided with access to the Platform by TMS. Inorder to avoid any delays in being provided with access to the Platform by TMS, shareholders are encouraged tocontact TMS at their earliest convenience.”
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Virtual General Meetings | AngloGold Ashanti Limited example
“Electronic participation in the AGM In compliance with the provisions of the Companies Act, the Company intends to conduct the AGM entirely by electronic communication through the Platform. Through the use of the Platform, shareholders will be able to listen to the proceedings and raise questions should they wish to do so and exercise their voting rights at the AGM.
TMS will only provide shareholders who have been verified by it, with access to the Platform. Voting will be possible through the Platform but shareholders are encouraged to vote by way of proxy forms which will have been delivered to Computershare Investor Services, the share registrars, at [email protected].
The cost of procuring the services of TMS and the use of the Platform will be for the account of the Company. However, the cost of the shareholders’/proxies’ participation at the meeting through the Platform will be at their own expense. Any such charges will not be for the account of the company, the JSE, and/or TMS.
None of the Company, the JSE or TMS can be held accountable in the case of loss of network connectivity or other network failure due to insufficient airtime, internet connectivity, internet bandwidth and/or power outages which prevents any shareholder from participating in and/ or voting at the AGM.”
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Virtual General Meetings
Practical preparation
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Service provider choice Proven track record Security and pre-verification Location back-up Seamless service provider integration Cost Platform functionality and participation
capacity Capability to communicate concurrently
without an intermediary Ease of use Accessibility from any platform Recording / availability afterwards
Testing / Rehearsal Solution testing (multiple
access) Full dry run: Rehearse!!!
Agree attendees Data/sound Background Voting Questions
Background / green screen
Virtual General Meetings | Practical preparation
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Virtual General Meetings
On the day
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Virtual General Meetings | On the day
Section 64(3) of the Companies Act
Being present = to be present in person, or able to participate in the
meeting by electronic communication, or to be represented by a
proxy who is present in person or able to participate in the meeting
by electronic participation
Thus no concerns or special considerations from a quorum
perspective for a fully virtual meeting
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Virtual General Meetings | On the day
Technical support number: available per phone to guide / assist if necessary
Dial in circa 30 minutes before
Service provider should manage general muting / unmuting
Script as per normal
NB: Unmuting chair at outset
Ideally have Ipad to manage questions and phone to manage whatsapp (in
addition) on the side
Best if cosec reads questions to assist chair if typed and not verbally asked
Observe general virtual meeting protocols
Make video recording available on the web afterwards
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Virtual Board Meetings
Enabling legal requirements
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Virtual Board Meetings | Enabling legal requirements
Section 73 (3) of the Companies Act
Ensure the company’s MoI allows electronic participation
A board meeting can then be conducted entirely by electronic
communication (virtual meeting); or
One or more directors can participate by electronic communication in all or
part of a meeting being held in person
Electronic communication must ordinarily enable all participants to
communicate concurrently with each other without an intermediary and to
participate reasonably effectively in the meeting
#BetterDirectors#WebinarWednesdays#BB@9
Virtual Board Meetings
Practical considerations and tips
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Virtual Board Meetings | Practical considerations and tips
Covid-19 response: increased frequency, documents at shorter notice
Platform security and functionality
Attendance register
Proper handling of personal financial interests (leaving and rejoining, scheduling
agenda to better accommodate)
Video / telephone: risk of multi-tasking / disengagement
Manage risk of lower efficacy and effectiveness: incorporate continuous evaluation
discussions
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Contact Carina Wessels via LinkedIn or www.alexanderforbes.co.za
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