New joint guidance for navigating virtual AGMs, electronic signatures and electronic shareholder communications in 2021

Monday, 19 April 2021

To help organisations navigate holding AGMs and executing electronic documents in the current environment, the AICD has  updated its joint guidance with the Governance Institute of Australia, Australasian Investor Relations Association and the Law Council of Australia.

The long-awaited permanent reforms under the Corporations Act Amendment (Meetings and Documents) Act 2022 (the Act) relating to AGMs and the signing and sending of electronic documents passed Parliament and came into effect on February 2022.

The Act provides much needed certainty for organisations which have been operating under a series of temporary measures throughout the COVID-19 pandemic.

Specifically, the reforms amend the Corporations Act 2001 (Cth) (Corporations Act) and will enable companies and registered schemes to:                                                

  • convene physical, hybrid (that is, partly physical and partly virtual) and, if expressly permitted by the entity’s constitution, wholly virtual meetings;
  • execute documents electronically, including corporate agreements, deeds and meeting minutes;
  • allow their members to elect whether to receive meeting-related documents in either physical or electronic form; and
  • enable a member or group of members with at least five per cent of the voting power of a listed company or registered scheme to require the appointment of an independent person to observe or report on a poll.     

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