Hybrid general meeting
Q What are the requirements to conduct a hybrid general meeting?
A In addition to the requirement under section 327 Companies Act 2016, a listed issuer should -
> ensure there is reliable infrastructure to enable the conduct of a hybrid general meeting including enabling members to exercise their rights to speak and vote at the meeting;
> provide guidance to shareholders on the requirements and method of participating in the general meeting using the selected platform;
> identify physical meeting venue;
> ensure that only members who are eligible can attend and participate in the meeting; and
> observe any directive or/and protocol on gatherings as determined by the Government.
Q In a fully virtual general meeting or hybrid general meeting, is the shareholders’ right to speak limited to verbal communication only (i.e. using voice)?
A No. The right to speak is not limited to verbal communication only but includes other modes of expression for example real time submission of typed texts.
However, all modes of communication must be expressly stated as acceptable by the listed issuer in the notice of the meeting. This is to ensure that in the event of any technical glitch in the primary mode of communication, it can be supplemented by a secondary backup communication channel.
Resolutions to be tabled at a fully virtual or hybrid general meeting
Q For a fully virtual or hybrid AGM, is a listed issuer required to table the resolutions stipulated by the law*, the Listing Requirements or the listed issuers’ constitution?
A Yes, a listed issuer must table all the resolutions required under the law, the Listing Requirements and the listed issuer’s constitution.
Listed issuers are reminded to ensure the meeting proceedings and resolutions passed at the meeting are properly recorded and maintained as required under sections 341 of the Companies Act 2016. We also encourage listed issuers to record (video and audio recording) the meeting, if they are able to.
Additionally, listed issuers must also publish a summary of the key matters discussed at the annual general meeting, as soon as practicable after the conclusion of the annual general meeting, on their website pursuant to paragraph/Rule 9.21(2)(b) of the Listing Requirements.
Q What is the quorum for a fully virtual or hybrid general meeting?
A Subject to the listed issuer’s constitution, the quorum shall be at least 2 members; personally participating in the meeting or by proxy, pursuant to sub-section 328(2) of Companies Act 2016.
Participation of members is not restricted to physical presence but also includes members’ online participation at the meeting.
Q How does a listed issuer count the number of members present at a fully virtual or hybrid general meeting to determine quorum?
A The quorum of the meeting can be determined as follows:
> Fully virtual general meeting – the quorum can be determined by the number of members logged-in at the start of the meeting
> Hybrid general meeting – the quorum can be determined by the number of physical attendees at the meeting and members logged-in at the start of the meeting.
A listed issuer must ensure there is proper mechanism to ensure members or proxies can fully participate in the meeting. There must also be a proper audit trail to record the attendance of individual members at the meeting.
Voting including online voting
Q Must the online voting process support in time voting** during the proceedings of the general meeting?
A Yes, the online voting process must be able to allow members to cast their votes in time during the proceeding of the general meeting.
Q How would members with no access to the internet cast a vote?
A Such members may cast a vote via proxy forms appointing the Chairperson of the meeting to vote on the members’ behalf. The proxy forms should be submitted within the stipulated time and through a manner (for example electronic means or postal) as determined by the listed issuer.
Q Does a listed issuer need to appoint a scrutineer under paragraph 8.29A(2)/ Rule 8.31A(2) of the Listing Requirements if it conducts a fully virtual or hybrid general meeting?
A Yes, a listed issuer must appoint at least one scrutineer to validate the votes cast at the general meeting whether on-site or remotely. Q How does the scrutineer validate the votes if voting is conducted online?
A Similar to the validation process at a physical general meeting, the scrutineer must ensure that the votes cast are validated accordingly.
Q If the MCO and social distancing requirements are lifted, are listed issuers expected to conduct fully virtual or hybrid general meetings?
A: Listed issuers are encouraged to continue leveraging technology to conduct their general meetings beyond the MCO. This includes conducting fully virtual or hybrid general meetings. Listed issuers should ensure its constitution allows it to leverage technology to facilitate communication and engagements with shareholders.
This is also in line with Principle C (II) and Practice 12.3 of the Malaysian Code on Corporate Governance, where boards are encouraged to have effective, transparent and regular communication with shareholders including leveraging technology to promote shareholder participation.
Q If the MCO and social distancing requirements are lifted, will this Guidance Note still be applicable?
A Yes, this Guidance Note will still be applicable to guide listed issuers on the conduct of fully virtual and hybrid general meetings. When appropriate and circumstances permit, the MCO and Covid-19 related guidance would be removed for example the limitation on the number of individuals permitted to be physically present at a broadcast venue or a physical meeting venue in the case of a fully virtual general meeting and hybrid meeting respectively.
Notes: * For example, section 340 of Companies Act 2016.
** For purposes of this Guidance Note, ‘in time voting’ refers to the ability for shareholders to cast their votes remotely and contemporaneously (live) during the proceeding of the general meeting.