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The Companies (Amendment) Bill, 2020

Introduction

With the COVID-19 pandemic here to stay, corporations are now forced to operate digitally. Early in the year the Capital Markets Authority released a note stating that publicly listed companies are allowed to hold virtual meetings since they cannot host their statutory meetings in person. To make these meetings legal, the Attorney General has published amendment to the Companies Act of 2015 that will make ‘virtual meetings’ legal.

New Definitions

The Bill provides the following definitions:

  • Hybrid meeting means where a company conducts meetings and a subset of the people attending the meeting are located together in the same place whereas the other participants join the meeting by remote electronic means (virtually);
  • Meetings in relation to a company include virtual meeting and hybrid meeting;
  • Virtual meeting means when people conduct meetings regardless of their location, using video, audio, and text to link up online to share information and data in real- time without being physically located together this includes teleconferences, video conferences and web conferences.


The New Sections

Sections 275A and 276 are being amended to add the phrase “which may be a physical, virtual or hybrid meeting.” These amendments will allow companies to hold virtual and hybrid meetings.

Sections 283 and 285 (1) are being amended to add the phrase “(d) in the case of a virtual or hybrid meeting, provide clear instructions of accessing and participating in the proceedings of the meeting.” This obligated companies to give members and meeting participants clear instructions on how they can access and participate in the meetings.

Possible impact

The amendments will not have a direct impact on businesses as most companies had already started using online tools for meetings. This amendment will require companies to make provisions for virtual participants.

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