What We Think
September 16, 2020
Malta introduces regulations for remote and virtual AGMs
By virtue of Legal Notice 288 of 2020, titled the Companies Act (Public Companies – Annual General Meetings) new regulations have been published which address the issues public companies faced in holding physical general meetings during the COVID-19 pandemic.
- Holding of Annual General Meeting ‘AGM’
Article 128 of the Act states that not more than fifteen months shall elapse between the date of one AGM and another. The regulations which have been issued, provide an extension of five months to the existing period mention in article 128(1)
2. AGMs and EGMs may be held remotely
The regulations allow for the annual general meetings and extraordinary general meetings to be held remotely, subject to the following condictions being met:
- The quorum applicable to hold such meetings, shall be that which is set out in the Memorandum and Articles of Association of the Company, provided that notwithstanding the provisions of the Memorandum and Articles of Association, the quorum may consist of an individual or individuals who are present at the meeting by means of a proxy;
- Shareholders shall only be able to appoint the Chairman of the meeting as their proxy and may indicate on the prescribed form, how the Chairman is to vote on each of the resolutions put to the meeting;
- Sufficient time must be allowed for shareholders to ask questions which are pertinent and related to the items on the agenda of the meeting;
- In the notice convening the general meeting there shal be an invitation to ask questions and shareholders shall be allowed time to submit such questions in writing (whether electronically or by means of a letter addressed to the company) up to forty-eight hours prior to the meeting. The company shall provide an answer to the questions put forward within forty-eight hours from the termination of the meeting.
3. Virtual meetings
Notwithstanding the above and subject to the Articles of Association of a Company, these regulations state that the AGM and EGM of a public company may be held virtually, provided that the notice calling for a meeting of the company shall clearly state the means which shall be used for the virtual meeting and the procedure of how any member is entitled to attend and vote and is able to participate in the discussion.
4. Laying and filing of annual accounts
The period allowed for the laying before and approval by the company in the general meetings of the company’s accounts for the accounting period of public companies, which is set at 7 months after the end of the accounting period, shall be extended by an additional five months. Companies wishing to avail themselves of this extension shall deliver the required Schedule to the Registar for registration purposes. Failure to notify the Registrar of such an extension shall result in a penalty of five hundred Euro for every officer of the company.
For further information on the above please get in touch with Sarah Martin.