Amendments to the Companies Act to facilitate hybrid or virtual annual general meetings

Further to mandates instituted by Prime Minister Andrew Holness under The Disaster Risk Management (Enforcement Measures) Orders, to protect the health and safety of Jamaicans in light of the SARS CoV-2 Coronavirus (COVID-19) pandemic, steps are now being taken to lawfully allow companies to hold hybrid meetings, a combination of in person and virtual meetings, or a virtual-only meeting.
Given the need for continuity in the business sector despite the COVID-19 Pandemic coupled with the Ministry’s role in facilitating an enabling business environment, the portfolio Minister of the Ministry of Industry, Investment and Commerce, the Honourable Audley Shaw has advanced the requisite amendments to the Companies Act to strengthen the existing legislation to facilitate business.
The specific amendments will allow for the holding of any general meeting, such as an annual general meeting or an extraordinary general meeting as a virtual-only meeting, completely electronic or a hybrid meeting- a combination of in-person & virtual- where this is not expressly prohibited by the articles of a company.
Further, the amendments will empower the Registrar of Companies to grant an extension of time for the holding of an annual general meeting, on the application of a director of a company or any member who is entitled to vote at the meeting, where an Order has been made under the Disaster Risk Management Act, or a Proclamation has been made by the Governor-General declaring a period of public disaster or a period of public emergency under
section 20 of the Constitution of Jamaica. The Amendment will also provide for conditions necessary for the holding of hybrid meetings or completely electronic meetings which will ensure participation of all members in attendance.
Current restrictions imposed in relation to public gatherings to preserve the health and safety of the public under the Disaster Risk Management enforcement measures, prevented many companies from holding annual general meetings within fifteen months of their last meeting, since many companies had more than the permitted number of shareholders allowed for public gatherings.
Those companies faced significant challenges in holding in person general meetings in compliance with section 126(1) of the Companies Act, which posed the possibility of sanctions being imposed. The amendments advanced by Minister Shaw provide a permanent solution for companies to be able to hold meetings required by law in the face of any future disasters or emergencies which may result in restrictions in public gatherings.
Speaking on the amendments Minister Shaw said “The unprecedented COVID-19 pandemic has undoubtedly changed the way we do business. The new business norms require expeditious amendments to some legislation and regulations for the continuation of shrewd business governance and operation. My Ministry has moved to amend the requisite law to provide for the holding of hybrid and completely electronic meetings and facilitate a strong legislative and policy framework, a critical pillar of any sustainable strategy towards moving Jamaica forward.”
The Bill was passed in Parliament on Wednesday October 8, and will now be advanced to the Senate.
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