Court approves virtual meetings for 16 listed companies
Jamaica Stock Exchange and sixteen listed companies Jamaica Stock Exchange were on Wednesday given approval by the Supreme Court to hold their annual general meetings by full or partial electronic means.
The representative action led by the JSE, and filed with the court on June 8, was considered necessary for companies to hold their meetings without breaching shareholder rights in the context of social-distancing protocols put in place by the Government that confined gatherings to no more than 10 persons at a time, since April, to contain the spread of COVID-19.
One solution was virtual meetings, but it needed the backing of the court.
The 17 companies that participated in the court application were: Barita Investments, Berger Paints Jamaica, Caribbean Cement, FosRich, JMMB Group, Lasco Distribution, Lasco Financial, Lasco Manufacturing, Main Event Entertainment, Mayberry Investments, Mayberry Jamaican Equities, Sagicor Group, Supreme Ventures, TransJamaican Highway, Victoria Mutual Investments, Wigton Windfarm and the JSE, which is also listed on its own exchange. They were represented by Michael Hylton QC and his firm.
The court order means that all but one of the 17 companies, Mayberry Jamaican Equities Limited, can hold virtual meetings by live stream or broadcast using electronic means and allow their shareholders to participate and vote electronically either before or at the meetings.
“Because Mayberry Jamaican Equities is an international [business] company, it would not be held to the laws of the Companies Act. And so there was no need for them to be represented,” Managing Director of JSE Marlene Street-Forrest told the Financial Gleaner.
Mayberry Jamaican Equities is registered offshore in St Lucia.
The other 16 can now serve notices and supporting documents to their shareholders by email or by postings on their websites, and the JSE’s website. Any company of the listed group which might otherwise have missed their deadlines for 2020 AGMs now have up to December 31, 2020, to call these meetings.
Companies that were not parties to the application will not be covered by the court order, and would have to convene their meetings as prescribed by statute.
Five companies have held their annual general meetings since the end of May, offering a mix of virtual and physical attendance options: GraceKennedy Limited; Kingston Wharves Limited; Jamaica Producers Group; Jamaican Teas Limited; and QWI Investments Limited.
The JSE has warned that the decisions made and business conducted at those meetings are subject to legal challenge.