Covid-19: Firms go for virtual AGMs

NDAMU SANDU


Zimbabwe Stock Exchange (ZSE) listed firms are opting for virtual annual general meetings in line with government regulations which limit meetings to 50 members as part of measures to contain the spread of Covid-19.


The holding of virtual AGMs comes after ZSE last month urged firms to hold electronic meetings in line with section 170 (10) of the Companies and Other Business Entities Act, Chapter 24:31 after President Emmerson Mnangagwa’s indefinite extension of the national lockdown effective May 16.


Companies that will hold virtual AGMs are Fidelity Life Assurance Company Limited, Zimre Property Investments Limited (ZPI) and media group Zimbabwe Newspaper Limited (Zimpapers). Fidelity Life and ZPI will hold virtual AGMs on June 26. Zimpapers shareholders meet virtually on June
29 to confirm the resignation of the previous board, re-elect seven directors who were appointed last year and are due for re-election, to sanction the non-payment of dividend for 2019 and consider the financial statements for 2019, among others.


Food processor Dairibord shareholders meet virtually on June 30 for the 25th AGM to among others, elect directors, approve a share buyback scheme and approve an employee share ownership trust.


In a notice last month, ZSE chief executive Justin Bgoni said the bourse has received various representations from the market concerning the challenges of convening AGMs and EGMs in the current environment.
“… ZSE encourages Issuers to convene virtual or electronic meetings in line with section 170 (10) of the Companies and Other Business Entities Act, Chapter 24:31,” Bgoni said.


He said where an issuer chooses to convene a virtual or an electronic meeting, the platform chosen should allow for the identification of the shareholders or their proxies, allows recording of the attendance register, recording of the attendance register, allow shareholders or their proxies to fully participate in the meeting and allow shareholders or their proxies to cast their votes electronically. Bgoni said the system/ application must be
auditable in every respect should any dispute arise and it must be secure and encrypted to mitigate the risk of hacking.


He said issuers should ensure that not more than 50 individuals attend the meeting in cases where they opt for a physical meeting, that every individual at the gathering complies with the social and physical distancing rules, each individual wears a mask and ensures the availability of alcohol-based sanitisers for all attendees.

Issuers have to ensure that temperature checks must be done at points of entry, collection of individual information
of attendees to assist in contact tracing in the event of infections and any other public health measures issued by the government to combat the spread of Covid-19.


Other firms are holding physical AGMs. Edgars Stores Limited, MedTech Holdings Limited, and Ariston Holdings are meeting physically on June 16, June 30, and July 7 respectively. For Edgars’ shareholders, they have to approve the raising of ZWL$70m into the business as it moves to intensify
productivity of existing footprint and deepen product portfolio offered by the group’s credit and financial services.


Section 167(2) of the Companies and Other Business Entities Act, Chapter 24:31 stipulates that an AGM of a company must be held once in every period of 12 months.

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