This is chapter two of a series on coronavirus in Macau. Read part one here.
In a globalised world, and with annual general meeting season well underway, the limitations imposed by governments around the world on the movement of individuals as a way to slow down and control the current pandemic is proving to be yet one more challenge for companies. Macau is no exception.
Companies may consider taking this opportunity to reevaluate their current modus operandi in preparing and organising shareholders’ meetings. Companies should contemplate the possibility of foregoing an actual meeting of shareholders and resort to written form, either by means of the issuance of written votes – if permitted by the company’s articles of association – or by means of unanimous resolutions, and in any case, provided that all apposite formalities are observed.
Where it is possible or admissible to hold shareholder meetings remotely, via telematic means a viable alternative, as long as the articles of association of the company allow for and regulate this option, and the company ensures the authenticity of the declarations and the security of the communications.
Companies have the options, to be detailed in the notice to convene, i) a hybrid general meeting whereby shareholders may participate by electronic means in conjunction with a physical meeting for shareholders who wish to attend in person (particularly in the absence access to telematics means), or ii) virtual meetings, held exclusively online without a corresponding physical meeting.
All of the above is, of course, based on continued compliance with the legal and statutory requirements for identity verification, as well as legitimacy to attend or to be represented at the meetings as a shareholder.
Key to the viability of any solution lies, we believe, in its compliance with applicable principles, namely the protective principle of collegiality and perhaps the existence of some elbow room in the articles of association.
By João Nuno Riquito and Inês Costa Moura