The Federal Government has recently passed laws allowing companies to convene annual general meetings, and other meetings prescribed under the Corporations Act, entirely online rather than face-to-face. The changes will also give businesses certainty that when company officers sign a document electronically, the document has been validly executed.
These changes will be made under the instrument-making power that has been inserted into the Corporations Act 2001 as part of the Government’s response to the Coronavirus crisis.
Under the social distancing measures that are currently in place, it is difficult for shareholders to physically gather with members of the board at annual general meetings.
Under the changes, company boards will be able to:
- provide notice of annual general meetings to shareholders using email;
- achieve a quorum with shareholders attending online; and
- hold annual general meetings online.
Meetings must continue to provide shareholders with a reasonable opportunity to participate. As a result, shareholders will be able to put questions to board members online and vote online.
Further changes will also allow company officers to sign a document electronically. Previously, in a number of cases, signatories were required to sign the same physical document. This will ensure that documents are able to be properly executed at a time when ordinary business operations have been disrupted.
These changes will be in effect for six months from 6 May 2020.
Ben Sindel is a Consultant and leads the Dispute Resolution team advising SMEs on all areas of business disputes, risk management and commercial litigation. Ben is also a nationally accredited mediator.