Capital Markets Authority’s guidelines for virtual Annual General Meetings

The Capital Markets Authority (CMA) has issued guidelines to firms holding their Annual General Meetings (AGMs) online

This comes after the Ministry of Health gave orders banning all public gatherings in bid to curb the spread of COVID-19.

The Court allowed companies listed on the Nairobi Securities Exchange to hold virtual AGMs, subject to CMA approval.

Following the ruling, CMA has issued regulations to be observed by any listed firm that finds it unviable to conduct the AGM according to its articles of association.

1. The companies must have a No Objection letter from CMA before notifying shareholders about the AGM.

2. CMA must receive details of how the meeting will be held, and demonstration of how requisite information will be provided to shareholders to enable them to make informed decisions.

3. The Authority will proceed to process all complete applications within 14 days.

4. Upon receipt of a No Objection, issuers are at liberty to issue a 21-day statutory notice of the intended general meeting to its shareholders.

‘‘In order to protect the rights of all shareholders, we emphasize that all shareholders should be given ample time to raise their questions and receive explanations from the Directors and/or management,’’ said Wyckliffe Shamiah, CMA Acting CEO.

CMA has taken measures to guarantee trading and settlement systems continue to function to support all transactions.

The authority has waived the need for listed companies and market intermediaries to publish their financials in newspapers and instead use websites and social media channels.

Boards of listed firms have also been allowed to pay dividends and appoint auditors, agenda items whose determinations can later be ratified once AGMs are convened.