Due to the threat imposed by the COVID-19 (corona Virus) and for the protection and wellbeing of shareholders, all the companies have been advised by the securities and exchange commission of Pakistan (SECP), for the modification of their usual planning of annual general meeting (AGM). Meeting to be held for the board of directors may also be conducted through tele/Video conferencing, provided that the minutes of such meeting are approved and subsequently signed by all the directors. All the companies are recommended by SECP to consider and evaluate the risks in the current situation. It is the requirement for every company to hold an annual general meeting (AGM) within sixteen months from the incorporation date of the company and thereafter, once in every calendar year, within 120 days from the close of the company’s financial year. As for the companies whose financial year ends in December, the AGM season is approaching, the usual planning for the AGM should be modified by the directors and secretaries, in light of the risk created by COVID-19 situation. Directors should give consideration to if the member can consolidate their attendances and voting at AGM into as few people as possible through proxies while quorum provision should be honored. Considering the geographical dispersion of its members, the company should be providing the facility of video links at different locations for the purpose of avoiding large gatherings. Basic protective measures including cleaning hands with sanitizers or soap and water should be taken by the company. Also, seats should be arranged at appropriate distances to ensure the security of the members. Furthermore, chairman or the members present in person through a video link or through proxy having voting power not less than one-tenth of the total voting power can consider voting through postal ballots by demanding polls for resolutions. This is being considered as a safer option in the current situation. The member of a private company or public unlisted company (having not more than 50 members), may, by circulation signed by all the members, pass a resolution (ordinary or special) for the time being entitled to receive notice of a meeting to be conducted in annual general meeting (AGM) except for the ordinary businesses specified under sub-section (2) of section 134 of companies act, 2017.

Reference:

https://www.secp.gov.pk/wp-content/uploads/2020/03/Press-Release-March-11-Coronavirus-contingency-planning-for-general-meetings.pdf

14 March 2020