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In light of COVID-19, several guidelines have been issued by various authorities for the conduct of virtual meetings.
The Institute of Certified Secretaries (ICS) has issued Governance Guidelines for Virtual Meetings (the Guidelines). All virtual meetings must be permitted and organisations must document policies and procedures guiding virtual meetings. Organizations can opt for hybrid meetings, proxy forms and circular resolutions where they cannot hold a fully virtual meeting to allow for full participation.
The Capital Markets Authority also published a circular on the requirements for convening and conducting virtual general meetings by issuers of securities to the public (the Circular) pursuant to Section 11(3) of the Capital Markets Act, Section 280 of the Companies Act and High Court Order under Miscellaneous Application No. E680 dated and delivered at Nairobi on 29 April 2020 (where the High Court ordered and directed that issuers be allowed to hold general meetings through virtual/electronic means or any hybrid means subject to a request for a “no objection” from the Capital Markets Authority.
In addition, the Business Registration Services have also issued Guidelines on the Conduct of Hybrid and Virtual General Meetings by Companies pursuant to Section 876 of the Companies Act, 2015 which is applicable to all companies governed by the Companies regime in Kenya.
Links to the various guidelines are accessible here. The guidance given by the various institutions and bodies is welcome during these uncertain times; however, the diversity of guidelines can also lead to inconsistencies and difficulties in compliance.
To find out more or should you have any queries on the holding of virtual general meetings, please do not hesitate to contact our Corporate Governance Team: Rosa Nduati-Mutero or Charlotte Patrick-Patel.