Annual general meeting scheduled for February 19

The Jamaica National Group Limited has been granted permission by the Supreme Court to hold its annual general meeting (AGM) in a hybrid format on Friday, February 19, at 3.00 p.m.

The format, which was sanctioned on December 10, will allow for some persons to gather at a physical venue and for other members to participate via live stream and vote electronically. Shareholders can register to attend the online meeting at www.jngroup.com

In an affidavit supporting the company’s application, Earl Jarrett, chief executive officer of the JN Group, advised the court that due to its large membership-base and the risk of exposure of its shareholders, officers and members of staff to COVID-19, it was impractical to hold the AGM in the usual manner. Consequently, the company petitioned the Supreme Court in respect of several orders.

They included an order to hold its AGM using technology or electronic means, which will allow its members to participate in a similar manner, as an in-person meeting, while also accommodating one or more members in a room (hybrid meeting). Jarrett further advised the court that the JN group waited to see whether there would be a decline in the spread of the virus or if the government would amend the laws to enable companies to hold virtual meetings without having to apply to the courts for direction.

Legal arguments advanced by JN group

However, to date, neither has happened.

Tasha Manley, general counsel and attorney-at-law for the JN Group, argued in court that, despite the exemption granted under the Disaster Risk Management Order (No. 14), allowing public gatherings in excess of the prohibited numbers at an annual general meeting, the company faced a dilemma.

“The company would still be expected to comply with the government’s social distancing measures and its ‘stay at home’ directive for persons over age 65 as well as those with certain health conditions,” she argued before the presiding judge, Justice Lisa Palmer Hamilton.

At the same time, the Companies Act limits the ability of JN to ensure the participation of these members via electronic means and the JN legal counsel posited that, in light of the pandemic, the Group cannot accommodate a large gathering of persons and therefore many persons would be disenfranchised.

Having heard the arguments on behalf of the company, the presiding judge granted the orders sought by the company to call, hold and conduct its AGM in a hybrid manner or entirely virtual. Members will also be able to vote electronically before or at the annual general meeting and to receive notices of the meeting and other documents by email or other electronic means.

Scotia Group and Salada also seeking court order to hold AGM virtually

Last week Our Today reported that Scotia Group and Salada Foods Jamaica have both filed an individual claim in the Supreme Court seeking permission to hold their next AGM by electronic means. In the case of Scotia Group, the court will hear its application on February 19, 2021 at 9:30 a.m.

The banking group is seeking an order from the high court, permitting it to hold its next AGM, “in a manner to be specified by the court involving live stream or electronic broadcast”.

In the case of Salada, it has filed a claim through one of its directors, Patrick Williams, seeking, on behalf of the company, permission to hold its general meetings, partially or wholly, by electronic means.

The court has fixed a date for the first hearing of that claim for Thursday, February 18, 2021 at 9:30 a.m.