As the Annual General Meeting (AGM) season is approaching and with the outbreak of Coronavirus Disease 2019 (COVID-19), many listed companies have concerns over their upcoming AGMs. Holding physical meetings containing a large number of shareholders may risk the spreading of the disease. Therefore, many authorities including the Office of the Securities and Exchange Commission (the Office of the SEC), the Stock Exchange of Thailand (the SET) and the Department of Business Development, Ministry of Commerce (the MOC) have issued guidelines and measures to deal with the COVID-19 situation and the limitations for listed companies to hold an annual general meeting of shareholders.
Key summary of the guidelines and measures are as follows:
The Office of the SEC
- It is encouraged for shareholders to grant proxies to independent director(s) instead of physical attendance. This should be stated in the AGM notices if the notices have not been sent out. If the notices have been sent out, companies may notify their shareholders by electronic mails. In both cases, this should also be disclosed on SET Link.
- Listed companies must follow the guideline of the Department of Disease Control re: prevention of COVID-19 in relation to conventions, seminars or similar activities (the "COVID-19 Guideline"), and any other measures/guidelines to be issued in the future.
- In case the companies wish to use electronic meetings or teleconferences (to the extent permissible), it must use the reliable system as prescribed in the guideline of the Ministry of Digital Economy and Society. Note that a public limited company may use electronic meetings or teleconferences for board or shareholders meetings if it is specified in the company's articles of association.
- Listed companies may consider using the following measures as appropriate to facilitate shareholders who cannot physically attend the AGMs:
- broadcasting the AGMs via online channels such as Facebook live, WEB Ex, Zoom, Webinar;
- allowing shareholders to send questions in advance and recording the answers to the questions in the minutes.
- Listed companies should follow the COVID-19 Guideline and should state the measures that they will use in their AGM notices and disclose the same via their website or SET Link.
- The suggested measures are merely to facilitate the shareholders but listed companies are still required to hold AGMs in accordance with the law (the quorum will need to be no less than 25 number of shareholders and no less than one-third of the issued shares).
Companies that have been affected by the COVID-19 outbreak and therefore cannot hold meetings (including AGMs) within the deadline prescribed by the law can submit a clarification letter to the MOC on a case-by-case basis once the meetings are held.
What can listed companies do now?
Per the above, listed companies are encouraged to use a proxy method and the available measures to prevent the spread of the disease. If such measures are to be used, they should be stated in the AGM notice and disclosed on SET Link.
Please also note that the deadline for submission of the financial statements to the MOC is one month from the date on which the shareholders meeting approve the financial statements. Therefore, if the AGM is legitimately delayed, the deadline for submission of the financial statements should also be postponed. However, it is important to wait and see if other authorities would relax their relevant rules regarding the financial statements as well, e.g. the Revenue Department.
Other measures/guidelines for listed companies in dealing with this COVID-19 outbreak may be further issued by the relevant authorities in accordance with the current situation.