Legal notice 288 of 2020, issued on the 10th of July 2020, entitled Companies Act (Public Companies-Annual General Meetings) Regulations, 2020 ("LN 288 of 2020"), is of utmost importance for public companies whose annual general meetings were scheduled to take place during the COVID-19 pandemic, and which, due to the closing of certain venues, applicable restrictions on gatherings and the closing of the air and sea ports imposed by the Superintendent of Public Health in Malta, such annual general meetings could not take place.
In terms of Article 128(1) of the Companies Act, each year, Malta registered companies must convene an annual general meeting. It is important to note that not more than fifteen (15) months must elapse from one annual general meeting of the company to the next. In light of the COVID-19 pandemic, which has brought the world to a standstill, LN 288 of 2020 has extended this aforementioned timeframe by a further five (5) months.
By virtue of LN 288 of 2020, annual and extraordinary general meetings may also be held remotely in line with the following rules:
- The quorum applicable for the holding of meetings shall be that as set out in the Memorandum and Articles of Association of the respective company, provided that the quorum may consist of persons who are present at a meeting by proxy and no physical attendance of shareholders shall be allowed at the meeting;
- Shareholders shall only be able to appoint a Chairman of the meeting as their proxy in which they may indicate how the Chairman is to vote on each resolution put to the meeting;
- Sufficient time must be allowed for shareholders to ask questions which are pertinent and in line with the items on the meeting's agenda; and
- An invitation to ask questions shall be contained in the notice convening the general meeting and the shareholders of the company shall be allowed time to submit questions in writing up to forty-eight (48) hours prior to the convening of the meeting. The company shall provide answers to the queries put forward by the shareholders within forty-eight (48) hours from termination of the meeting, which answers are to be uploaded on the company's website.
Moreover, LN 288 of 2020 also provides for a five (5) month extension to the accounting period term laid out in Article 182(2)(b) of the Companies Act, for the laying and approval of the company's accounts during the general meeting of the company. Hence, the forty-two (42) day period referred to in Article 183 of the Companies Act shall commence from the period extended in terms of these regulations.
Should a public registered company avail itself of the extension as set out in LN 288 of 2020, the company shall deliver a preset notice, also known as the AGM Form, to the Registrar of the Malta Business Registry. Failure by the company to submit such form will place each officer of the company in default and each officer shall be liable to a penalty of five hundred Euro (€500).
Directors and company secretaries of public companies should thus take note of LN 288 of 2020, make use of such introduced measures, if required, and ensure their respective compliance and inform the Registrar of the Malta Business Registry accordingly.
Originally published by WH Partners, July 2020
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