Seventeen join AGM court case
IN TWO weeks, the Supreme Court will hear arguments on whether 17 companies listed on the Jamaica Stock Exchange, JSE, can conduct their annual general meetings, AGM, via live-stream or electronic broadcast. The representative action, which is slated to be heard in court on June 24, was organised by the Jamaica Stock Exchange after numerous letters and phone calls from listed companies currently challenged by the prospect of holding their AGMs amid the current restrictions on public gatherings imposed by the Government to no more than 10 persons at a time. The JSE itself is one of the 17 companies. The others are Barita Investments, Berger Paints Jamaica, Caribbean Cement, FosRich, JMMB Group, Lasco Distribution, Lasco Financial, Lasco Manufacturing, Main Event Entertainment, Mayberry Investments, Mayberry Jamaican Equities, Sagicor Group, Supreme Ventures, Trans Jamaican Highway, Victoria Mutual Investments and Wigton Windfarm. There are four AGMs scheduled to happen between June 17 and June 19, but none of those companies – Jamaican Teas and its subsidiary QWI Investments, and Jamaica Producers Group and subsidiary Kingston Wharves – has joined with the JSE on the court application. The JSE will be represented by Michael Hylton, QC in court. Since March, a number of companies have postponed their annual meetings, with the exception of Grace Kennedy Limited, GK, which held a remote meeting at the end of May. Some 200 shareholders logged on to the meeting, which had five persons in the room from which the meeting was streamed. GK said it only needed three persons for a quorum. But according to guidance from the Companies Office of Jamaica, a virtual AGM or an on-site meeting combined with a virtual AGM is not permissible under Jamaican law. Any digression from what the legislation specifies has to be pre-approved through a special court order. It means that GK runs the risk of having its meeting invalidated and that shareholders could bring an action against the company for limiting the number of shareholders in attendance. Prime Minister Andrew Holness previously said at one of his COVID press briefings that the Government was considering adjusting the limit on the number of persons who can attend AGMs, but neither a number nor effective date has been specified.