Rev Daniel Ogbamey Tetteh
THE SECURITIES & Exchange Commission (SEC) has set guidelines for issuers and other capital market operators to hold electronic or virtual annual general meetings (AGMs) with no physical meeting location.
According to SEC, these were pursuant to Sections 3 and 209 of the Securities Industry Act, 2016 (Act 929).
“The President via Imposition of Restrictions Coronavirus Disease (Covid-19) Pandemic Instrument, 2020 (E.I. 64) and Imposition of Restrictions Coronavirus Disease (Covid-19) Pandemic (No. 2) Instrument, 2020 (E.I. 65) which locked down portions of the Republic and instituted social distance measures barring meetings of more than 25 people, violation of which came with criminal consequences.
“As a consequence of these restrictions, holding traditional physical or face-to-face Annual General Meetings (AGMs) of Issuers of securities and other capital market operators with more than 25 members have been impossible and illegal with no certainty of the restrictions being lifted anytime soon,” the guidelines noted.
SEC said the guidelines were “hereby made to enable issuers and other capital market operators to continue to fulfill their corporate governance and statutory obligations of holding AGMs for their members in the light of the above restrictions.”
New Order
According to the SEC, issuers and other capital market operators may hold AGMs via technology that allows members to participate remotely by online or other electronic means (virtual technology) to ensure continued investor engagements and the fulfillment of corporate governance requirements, while restrictions on movement and large gatherings remain in place.
“The meeting shall be held through a technology medium or platform that has audio-visual capacity; can accommodate large numbers and provides reasonable and fair opportunities to engage with members.
“The technology medium or platform shall be compatible with android, iOS or web based and shall allow members the right to vote in real time during the AGM on devices such as desktops, laptops, palmtops or smart mobile phones through an app or software to be provided for by the issuer or capital market operator,” it said.
Furthermore, it said the technology medium or platform shall contain modules for authentication of members for registration purposes, voting, proxy voting and reporting results of voting while also the technology medium or platform shall allow for the submission of questions and responses and the collation of votes in real time, with the necessary audit trails while providing members with the opportunity to see results on their page only.
“The technology medium or platform shall have the capacity to provide live updates and announcements during meetings. The technology medium or platform shall make provision for those with hearing impairments by providing for a sign language interpreter who should be visible to members during the meeting.
“The technology medium or platform shall also provide for voting via online or other means for the convenience of members who do not otherwise intend to participate,” it added.
BY Samuel Boadi