February always seems to get bad press, squished between January (recovering from Christmas and excited about new year) and March (St. Patrick’s Day and build-up to Easter).

February may be a short month but it as good a time as any to consider how your Board is operating. Do not be tempted to let your Company’s Board Meetings become same old, same old.

Dates                Make sure you have dates of all the Board Meetings to be held in 2024 in your diary.

Agenda              Are the Agenda items relevant and add value to the meeting?

Board Pack        Does it arrive in time for a good read before the meeting, is the information timely and pertinent?

Presenters         Does the Board only see the same Team member making the same presentation which has just become blah, blah, blah?

An actively engaged Board is vital for any company.  Helping Directors to stay engaged and positive throughout a Board Meeting is an absolute win – win for all.

The Companies (Miscellaneous Provisions) (Covid-19) Act came into being during the Pandemic when restrictions on travel within Ireland, flights into Ireland and inability to attend public gatherings led to fairly substantial practical problems for many companies. The implementation of the Act resolved some of those problems not least being the ability for a company to convene its Annual General Meeting virtually.

In December 2022 the Government announced the extension of some parts of the Act to the end of this year (31.12.2023). In particular, certain company meetings (including Annual General Meetings) can still be held virtually. This will be welcome news to many companies who prefer this format although there is nothing to stop a company holding a physical meeting if they wish to do so.

The Companies (Miscellaneous Provisions) (Covid-19) Act came into being during the Pandemic when restrictions on travel within Ireland, flights into Ireland and inability to attend public gatherings led to fairly substantial practical problems for many companies. The implementation of the Act resolved some of those problems not least being the ability for a company to convene its Annual General Meeting virtually.

In December 2022 the Government announced the extension of some parts of the Act to the end of this year (31.12.2023). In particular, certain company meetings (including Annual General Meetings) can still be held virtually. This will be welcome news to many companies who prefer this format although there is nothing to stop a company holding a physical meeting if they wish to do so.

The impact of the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 has simplified some corporate activities for company directors and company secretaries.   Extending the terms of the Act to 31.12.2021 means that companies can continue to convene general meetings virtually. The extension is welcome both as a practical and as a pragmatic solution for all concerned.

Practically trying to organise a General Meeting when working from home is a bit of nightmare. When the virtual option was originally introduced Ireland was in lockdown, venues were closed, and company directors and employees were working from home. Convening a General Meeting virtually meant that everyone could take part safely from their own home provided they had access to broadband.

Extending the ability to convene a General Meeting virtually to year end is a pragmatic response to the current reality. Wonderfully lockdowns have stopped, restrictions eased, and vaccinations are well in hand. However, the ability to access indoor venues and enable people to safely attend in person whilst remaining within the terms of Government public health advice is not possible.

The only problem remaining is my personal antipathy to technology, a problem that is beyond any Government intervention!

GENERAL MEETINGS

General Meetings are meetings specifically for the Member(s) of a company split into two types as outlined below.

Depending on the type of General Meeting companies should at least consider:

o   the type of Resolution(s) to be proposed;

o   is the option to pass the Resolution(s) in writing;

o   what notice periods must be given; and

o   what regulations (if any) are contained within the company Constitution.

Annual General Meeting (AGM) – the AGM is the General Meeting most of us would be familiar with, and surprise, surprise, it must be held annually!

The most standard business dealt with at an AGM is:

(a)          presentation of Financial Statements to the Members;
(b)          re-appointment of Statutory Auditors; and
(c)           authorising Directors to fix remuneration of Statutory Auditors.

Companies must hold their first AGM within 18 months from date of incorporation, from then the company must hold its AGM within 15 months from the date of the preceding AGM.

Extraordinary General Meeting (EGM) – an EGM is commonlyconvened by the company for events such as:

(a)          change of company name; and

(b)          changes to Constitution.

However, in exceptional circumstances an EGM can be convened at the request of the Members or Courts. Convening an EGM in this manner usually means the relationship between the Board and Member(s) is dysfunctional, e.g. lack of trust in how the company is being managed or, refusal of members to attend an EGM. Fortunately, the majority of companies will never come across such a situation, and heaven help those that do!