The legislation provides a measure of certainty for organisations affected by the continuing COVID-19 pandemic as they prepare for this year’s peak AGM season. The expiry date has been extended until 31 March 2022, rather than September this year as originally proposed.
Key measures:
- The new law allows the use of hybrid and virtual-only AGMs until the March expiry date, even where an entity’s constitution does not expressly allow it.
- Entities will not be required to notify members of their rights to elect to receive meeting-related documents in hard copy, as originally proposed.
- Shareholders and members attending hybrid and virtual-only meetings may elect to speak and ask questions orally rather than in writing — meaning companies will need to facilitate telephone lines or live microphones through online platforms.
- ASIC has new emergency powers to grant temporary class order relief to entities from the requirements to hold AGMs at a physical location (when their constitutions do not allow virtual or hybrid meetings) and to give AGM-related documents to shareholders in hard copy in special circumstances. The Government says there will be no need for ASIC to exercise these powers until after the Act expires.
- Documents may be executed by companies electronically under Section 127 of the Corporations Act until the March expiry date.
- introduces a fault element for civil penalty proceedings commenced against directors and companies for alleged continuous disclosure breaches.
