Q: My company’s annual general meeting (AGM) is scheduled to be held in June. If typhoon signal number eight is hoisted on the day of our AGM, what should we do?
A: It is always recommended to have contingency plans in place for typhoons or adverse weather. Companies should also outline these arrangements in their meeting announcement or circular, in advance. This will minimise confusion and uncertainty to people intending to attend the meetings.
The Hong Kong AGM season which runs from mid-April to late June coincides with the local typhoon season. It is therefore prudent for you to have contingency plans in case you are unable to conduct your AGM on the scheduled day due to a typhoon or other adverse weather condition.
The Hong Kong Exchanges and Clearing’s (HKEx) Guide on General Meetings includes the following guidelines for issuers (see section 2.4): ‘Issuers, particularly those whose general meeting is held in typhoon or heavy rainfall seasons, should include arrangements, for example, setting a hotline, for a typhoon or black rainstorm in their announcement or circular … and be aware of the need to issue an announcement … when it is anticipated that the general meeting may be affected by a typhoon or a black rainstorm’.
In deciding whether to hold an AGM as planned, an issuer needs to consider the entity’s quorum requirement, safety of attendees and whether company directors and major shareholders are able to attend. If the issuer decides to adjourn the AGM, it needs to consider whether a suitable venue is available and the cost implications. If the AGM is to be adjourned, the issuer must inform its shareholders and the market through a public announcement immediately after the meeting (see the HKEx Guide on General Meetings, section 6.6).
Below are examples of announcements for an adjournment prior to meeting commencement (see A below) and an adjournment of meeting (see B below).
When scheduling the adjournment, the issuer should always refer to the provisions of its Articles of Association to ascertain whether notice of the adjourned meeting is required to be provided to shareholders as in the case of the original meeting. For example, companies that adopt Table A of the Hong Kong Companies Ordinance should note that Article 59 requires notice to be given if the adjournment is 30 days or longer.
Lina Wynn, Head of Client Services Computershare Hong Kong Investor Services Ltd lina.wynn@computershare.com.hk www.computershare.com
SIDEBAR:
A. Forecast of adverse weather
POSSIBLE ADJOURNMENT OF ANNUAL GENERAL MEETING
Due to the forecast of adverse weather by the Hong Kong Observatory, the [insert company name] AGM which is scheduled to be held at [time and date] will be adjourned if there is:
- a tropical cyclone warning signal number eight or above; or
- a black rainstorm warning
(i) already in force in Hong Kong as at local time [a prescribed time and date], or
(ii) in force in Hong Kong at any local time between the period after [time] and [time] on [AGM date].
If the AGM adjourns, it will be rescheduled at [venue] at [new time and date] in accordance with Article [number] of the Articles of Association of the Company.
Instruments of proxy deposited with the Company for the purposes of the AGM will remain valid for the AGM to be held on [new date].
B. Meeting adjourned due to adverse weather ADJOURNMENT OF ANNUAL GENERAL MEETING
The Board announces that the AGM originally scheduled to be convened at [time] on [date] was adjourned due to adverse weather. The adjourned AGM will be held at [new time and date] at [venue].
Instruments of proxy deposited with the Company for the purposes of the AGM will remain valid for the AGM to be held on [new date].
