These Guidelines are issued by the Securities and Exchange Commission (hereinafter referred to as “SEC”) pursuant to Sections 3 and 209 of the Securities Industry Act, 2016 (Act 929) to allow Issuers and other Capital Market Operators to hold Electronic or Virtual Annual General Meetings (AGMs) with no physical meeting location.
2.1 The World Health Organisation (WHO) declared the Corona Virus Disease of 2019 (Covid19) a Public Health Emergency of International Concern on 30th January, 2020.
3.0 Legal Basis
3.1 The President of the Republic of Ghana pursuant to paragraphs c, d and e of clause 4 of Article 21 of the 1992 Constitution of the Republic of Ghana caused to be enacted the Imposition of Restrictions Act, 2020 (Act 1012) to provide powers to impose restrictions on persons, to give effect to Article 21 in the event or imminence of an emergency, disaster or similar circumstance to ensure public safety, public health and protection by Executive Instrument.
3.2 The President via Imposition of Restrictions Coronavirus Disease (COVID19) Pandemic Instrument, 2020 (E.I. 64) and Imposition of Restrictions Coronavirus Disease (COVID-19) Pandemic (No. 2) Instrument, 2020 (E.I. 65) which locked down portions of the Republic and instituted social distance measures barring meetings of more than 25 people violation of which came with criminal consequences.
3.3 As a consequence of these restrictions holding traditional physical or face to-face Annual General Meetings (AGMs) of Issuers of securities and other capital market operators with more than 25 members have been impossible and illegal with no certainty of the restrictions being lifted anytime soon.
3.4 These Guidelines are hereby made to enable Issuers and other capital market operators to continue to fulfil their corporate governance and statutory obligations of holding Annual General Meetings (AGMs) for their members in the light of the above restrictions.
4.1 These Guidelines are in addition to the Guidelines by the RegistrarGeneral Department dated the 14th May, 2020 on holding of Virtual Annual General Meetings of Companies contained in the Companies Bulletin No. 1 of 2020 pursuant to section 378(2) of the Companies Act, 2019 (Act 992) to allow Issuers and other Capital Market Operators to hold Electronic or Virtual Annual General Meetings instead of the face-to-face meetings where necessary.
5.0 Technology Medium, platform or system requirements for Electronic or Virtual AGMs
5.1 Issuers and other Capital Market Operators may hold Annual General Meetings via technology that allows members to participate remotely by online or other electronic means (virtual technology) to ensure continued investor engagements and the fulfilment of corporate governance requirements while restrictions on movement and large gatherings remain in place.
5.2 The meeting shall be held through a technology medium or platform that has audio-visual capacity, can accommodate large numbers and provides reasonable and fair opportunities to engage with members.
5.3 The technology medium or platform shall be compatible with android, iOS or web based and shall allow members the right to vote in real time during the AGM on devices such as desktops, laptops, palmtops or smart mobile phones through an app or software to be provided for by the Issuer or capital market operator.
5.4 The technology medium or platform shall contain modules for authentication of members for registration purposes, voting, proxy voting and reporting results of voting.
5.5 The technology medium or platform shall allow for the submission of questions and responses and the collation of votes in real time with the necessary audit trails while providing members with the opportunity to see results on his page only.
5.6 The technology medium or platform shall have the capacity to provide live updates and announcements during meetings.
5.7 The technology medium or platform shall make provision for those with hearing impai