#BetterDirectors #WebinarWednesdays #BB@9€¦ · #BB@9 Virtual General Meetings | On the day Section 64(3) of the Companies Act Being present = to be present in person, or able to

#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



COVID-19 response


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


Virtual General Meetings | South African COVID-19 response



Enabling legal requirements, notice


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


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.”


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.”



Practical preparation


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



On the day


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


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



Enabling legal requirements


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



Practical considerations and tips


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


Thank you for joining us for today's webinar.

Contact Carina Wessels via LinkedIn or www.alexanderforbes.co.za

Please complete the IoDSA Event Satisfaction Survey at the end of this webinar or from the QR code here:

https://www.iodsa.co.za/page/za.linkedin.com/carina-wessels-98631652

http://www.alexanderforbes.co.za/

Documents

#BetterDirectors #WebinarWednesdays #BB@9€¦ · #BB@9 Virtual General Meetings | On the day Section 64(3) of the Companies Act Being present = to be present in person, or able to