AICD submission on permanent reforms to enable virtual AGMs, electronic communications and signatures

Since the onset of the COVID-19 pandemic, through what has continued to be an uncertain time across 2021, the AICD advocated for urgent regulatory relief to support organisations to meet their governance requirements while navigating public health restrictions. 

The disruption caused by the COVID-19 crisis has highlighted the need to permanently modernise Australia’s Corporations Act 2001 (Cth) (Corporations Act) requirements relating to company meetings, shareholder communications and document execution requirements.

In summary, the AICD: 

• strongly supports the Bill’s proposed reforms to enable organisations to adopt the best meeting format for their circumstances, whether that be physical, hybrid or wholly virtual meetings, on a permanent basis; 
• welcomes, in particular, provisions in the Bill that will provide appropriate safeguards to ensure effective and meaningful shareholder participation at meetings, including a requirement for shareholders/members to consent to a constitutional change that would enable a virtual-only meeting format on a permanent basis, as well as an opportunity for shareholders to have votes independently reviewed; 
• strongly supports protection under the law that shareholders and members are given a reasonable opportunity, as a whole, to ask questions or make comments on the management of the company. However, to avoid creating an unnecessary compliance burden for smaller and not-for-profit organisations, the legislation should provide flexibility to allow organisations to provide the most appropriate method of communication with shareholders or members that reflects their organisational type, size and meeting format. 
• supports amendments providing companies flexibility to decide whether votes are to be conducted via a show of hands or a poll.
• strongly supports amendments to enable organisations to distribute meeting related materials electronically, while still enabling shareholders/members the ability to elect to receive hard copy materials; and 
• strongly supports amendments to enable the electronic execution of documents (including directors’ and members’ meeting minutes) on a permanent basis.