Update: ASIC clarifies that virtual meetings and electronic dispatch of notices of meeting are permitted, for now.

Corporate Update

1 Apr

Written By AGH Law

ASIC has clarified that virtual meetings and electronic dispatch of notices of meeting are permitted, for now.

On 23 March, 2021, AGH Law prepared this insight, explaining that the COVID-19 relief measures which temporarily removed impediments to the use of virtual technology to hold meetings and permitted the dispatch of notices of meeting by electronic means had expired.

The Treasury Laws Amendment (2021 Measures No. 1 Bill) (the Bill), which would have extended this relief, has passed the House of Representatives, but is still awaiting debate in the Senate, which is due to take place in August of this year.

Given the uncertainty during this interim period caused by the pandemic and changing restrictions on gatherings and travel, ASIC has adopted a ‘no action policy’ allowing:

companies to hold virtual meetings;

companies to dispatch notices of meeting electronically; and

public companies with a financial year ending on or before 7 April 2021 to have an additional 2 months to hold their AGMs.

This ‘no-action’ position on virtual meetings is conditional on:

the technology or technologies used to hold the meeting providing shareholders as a whole a reasonable opportunity to participate. This includes ensuring that shareholders who are participating remotely are able to ask questions and make comments at the meeting;
voting at the meeting occurring by a poll rather than a show of hands;
each person entitled to vote being given the opportunity to participate in the vote in real time (where practicable voting should also be available in advance of the meeting); and
the notice of meeting including information about how those entitled to attend can participate in the meeting (including how they can vote, ask questions, make comments or otherwise speak at the meeting to the extent they are entitled to do so).

In relation to convening and holding meetings virtually, ASIC’s position applies to meetings held between 21 March 2021 and the earlier of 31 October 2021 and the date that any measures are passed by the Parliament relating to the use of virtual technology in meetings of companies.

ASIC has also reissued its guidelines for investor meetings using virtual technology, which you can read here.

You can read the full text of ASIC’s ‘no-action’ policy here.

If you have any queries about ASIC’s ‘no-action’ policy, get in touch with our team.

Important

The contents of this publication should not be relied upon as legal advice, but instead as commentary and general information. Specific legal advice about your circumstances should always be sought separately before taking any action based on this publication.