Registrar-General approves virtual AGM, outlines guidelines

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…moves to help facilitate the submitting of annual returns

The Registrar-General’s Department (RGD) has approved the holding of Annual General Meetings (AGMs) virtually to aid companies wrap up the books and submit their annual returns to the department on schedule,

This move joins Ghana to a growing list of countries that are allowing companies to hold virtual AGMs in response to spread of COVID-​19, the ban on social gathering and stay-​at-home calls.

This means that annual shareholders meeting will take place exclusively online without a corresponding physical meeting, and shareholders are only able to participate and vote online. In this bid, the RGD has outlined measure companies must follow to ensure they conduct the AGMs in accordance with the law and satisfy all requirements.

One of the reasons the RGD announced and extension of the deadline for filing annual returns, was the inability of many companies to hold AGMs due to the ban on social gatherings.

A statement signed by the Registrar-General, Jemima Mamaa Oware said: “In view of the COVID-19 pandemic and resultant restrictions imposed under the Imposition of Restrictions Act 2020 (Act 1012) on public gatherings, pursuant to the power conferred by section 378(2) of the Companies Act 2019 (Act 992) on the Registrar of Companies, it is hereby directed that Companies may hold their Annual General Meetings (AGM) electronically”.

The move to hold AGMs only virtually comes with several advantages, including offering shareholders the opportunity to participate from anywhere regardless of their location and thus making the meeting far more accessible to the vast majority of shareholders who are unable to attend physically.

Also, there is less travel by shareholders and board, so this consequently reduces the company’s carbon footprint and saves time and money for all. Current technology permits sophisticated question and answers and messaging which ensure shareholders can effectively hold the board to account. Substituting paper for digital voting means the process is more transparent, with instant results shown to participants and a full audit trail.

Challenge

Even with these advantages, in Ghana companies may be faced with challenges including poor network connectivity in some rural and urban areas of the country. Many of these shareholders are also in their old age and may have challenges adopting to modern technology, a situation that could hamper their effective participation.

RGD’s directive

The department issued some directives to aid companies organise successful virtual AGMs.

Firstly, the Registrar-General should be notified before such a virtual meeting is held. The notification can be submitted to the head office in Accra or any of our regional offices in Kumasi, Sekondi, Takoradi or Tamale.

Also, in this notification companies should spell out the electronic system to be used to be fair to all members; and notice of the meeting should be sent to every member electronically in accordance with provisions of each company’s constitution.

“The virtual AGM can be held using such modalities as are fair to all their shareholders. Due to the COVID-19 pandemic and restriction on movements, companies may send their notifications to the Registrar-General by email to [email protected] for Accra [email protected] for Kumasi, [email protected] for Tamale and infostdrgd.gov.gh for Sekondi-Takoradi,” the statement ended.

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