Listed companies need urgent regulatory measures for the organization of General Meetings

18/03/2020 / Comments Off on Listed companies need urgent regulatory measures for the organization of General Meetings

News

Taking into account the state of emergency set up in the context of the coronavirus pandemic, the member companies of the Romanian Investors Relations Association (ARIR) request from the Ministry of Public Finance, Minister of Economy, Energy and Entrepreneurship, as well as from the Financial Supervisory Authority flexible provisions regarding the way of organizing and conducting the general meetings of the shareholders, both ordinary and extraordinary (GMS).
The companies listed on the Bucharest Stock Exchange, members of ARIR, have implemented updated contingency plans with specific measures to this special situation regarding the coronavirus pandemic. Given that many companies provide critical infrastructure and production, some of them already announced the measures taken.

Daniela Șerban, ARIR President & Co-Founder:
”During the next period, companies have scheduled general meetings of the shareholders, which in the current context cannot be held according to the legislation in place. Although companies have begun to send out communications that encourage shareholders to participate in the GMS using the correspondence vote, these measures are not sufficient to ensure the legitimacy of the meetings and to comply with the provisions regarding the crisis situation.”

In particular, regarding the organization of annual corporate events, the listed companies urgently request a first set of regulations regarding:
1. eliminating the obligation to publish the convening notice in the Official Gazette and in a wide-ranging newspaper from the location where the company headquarters or from the nearest region, which requires physical travel, allowing online publication alternatives (companies’ website, BVB and FSA platforms, etc.);
2. the organization of the GMS exclusively by voting by correspondence or means of distance participation, respectively allowing vote by correspondence for the public tutelary authority, in the case of state companies;
3. the possibility to change the location of the meeting and add new voting methods for the meetings already convened;
4. organising GMS without a meeting secretary chosen from among the shareholders (in case it is held exclusively by means of distance communication, or no shareholder is physically present at the GMS);
5. eliminating the obligation of the participation of all the members of the board of directors / directorate / of the supervisory board in the GMS;
6. additional measures to prevent the spread of the virus on the spot (distance between people, masks, gloves, etc.), in order to avoid discriminatory situations in case of attending shareholders in the GMS;
7. the possibility to delay the performance of the GMS, depending on the evolution of the crisis situation;
8. the applicability of the regulations for both ordinary and extraordinary general meetings (eg. it may be necessary to approve a vital transaction for the company).

At this moment 3 companies out of the 11 that have responded to the ARIR survey have already convened the GMS. Other companies are about to convene the meetings in the following days, most of the meetings being scheduled for April 27-29, 2020. These meetings were physically attended last year by 1 person to 70 persons, depending on the shareholding structure of each company.
Yesterday, ARIR members had a conference call with the Financial Supervisory Authority and the Bucharest Stock Exchange, in which where presented some of these measures, necessary for the smooth running of the general meetings of the shareholders scheduled for April 2020.