Alexander Forbes became first JSE-listed Company in SA to hold VIRTUAL SHAREHOLDERS MEETING during t

On 31 March 2020 Alexander Forbes became the first JSE-listed company in South Africa to successfully hold a virtual shareholders meeting following the imposition of a national shutdown on 26 March 2020. The meeting related to the passing of an ordinary resolution dealing with a mandatory offer waiver which was announced in a large-scale shareholder reorganisation on 22 January 2020.

A total of 90.93% of voteable shares were represented either in person or by proxy at the virtual meeting and 49 visitors also participated in the meeting.

The Meeting Specialist Proprietary Limited (TMS) facilitated the meeting. The TMS team is a B-BBEE level one company and has over 30 years’ experience in coordinating and managing shareholder meetings. In 2018 they partnered with the JSE as enterprise development partner.

Carina Wessels Executive: Governance, Legal and Compliance, says Alexander Forbes began preparations to hold a virtual shareholders meeting following the initial government directive of 15 March 2020 which limited public gatherings. This was followed by a guidance from the JSE on 19 March 2020 in relation to the use of electronic means for purposes of shareholder meetings.

“We therefore took the precautionary and responsible decision to allow electronic participation. As a result, the stock exchange news service announcement on 23 March 2020 included a notification that the meeting to be held on 31 March 2020 would no longer be available for physical participation and would only be accessible virtually.

“In addition, information on how to participate virtually was communicated to shareholders through a Strate broadcast, the company’s website, Linked-In as well as an email to all electronic mail-enabled shareholders and reinforced through the proxy solicitation process,” she says.

Wessels says governance professionals across the world have struggled with the impact on statutory meetings of the Coronavirus pandemic on statutory and regulatory engagements. In South Africa the Companies Act 71 of 2008, as amended, enables fully virtual meetings, providing a company’s memorandum of incorporation does not restrict it. Many other countries in more precarious positions as a result of the pandemic have recently taken steps to enable fully virtual shareholder meetings, she says.

Wessels says although virtual meetings have in recent years increased in popularity particularly in the United, many still prefer physical or hybrid ones. “It is impossible to predict the future at present but despite the high levels of overall uncertainty, it is highly likely that the fully virtual meeting will become a more prominent feature in our governance landscape,” she says.

ENDS