Company law on meetings out of this world

On this Easter Monday what about participating in the annual general meeting of your favourite company on the Moon or on Mars…

On this Easter Monday what about participating in the annual general meeting of your favourite company on the Moon or on Mars? Far fetched? Technically it is possible. Apart from the cumbersome gear that would have to be worn, and the delay in getting there (probably 14 hours to the Moon and 118 days to Mars at its nearest point), there would be very little delay in the transmission of the proceedings to the less adventurous shareholders, who feel more comfortable on domestic terra firma.

Transmission of pictures and voice would take only 1.29 second from the Moon (you could add on a further 3 seconds to get the video to the screen). From Mars, it would take longer, at around 4 minutes and 18 seconds. While this will happen at some stage, current Irish legislation would not allow it. Indeed, it is not even possible to have a dual-meeting in Dublin and London. This deficiency has emerged because Waterford Wedgwood, which has shareholders in the Republic (58.5 per cent of the total), and in the UK (39.5 per cent), is having its annual general meeting later this month in London. It rightly wants its Irish shareholders, who do not want to travel, to participate. Legally it cannot.

Any such participation would be rendered invalid as Irish legislation makes no provision for the participation of shareholders based in different jurisdictions at an a.g.m.. Section 140 of the Companies Act, 1963, states that an a.g.m. must be held in the State unless "all the members entitled to attend and vote at such meeting consent in writing to its being held elsewhere" or "a resolution providing that it be held elsewhere has been passed at the preceding annual general meeting and the articles do not provide that the annual general meeting shall be held in the State".

That means every single shareholder would have to give his/her consent in writing, an impossible feat for a publicly quoted company with thousands of shareholders. That legislation is in sharp contrast to the legislation surrounding board meetings.

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Provided the company's articles of association allow it (and that can always be changed), board meetings can be held with directors located in different geographical places. All they need is a link - the telephone and/or video conferencing.

Woodchester, having a French parent, was one of the first Irish companies to alter its articles to allow it to carry out such meetings. More recently, Ewart, from its Belfast base, carried out many meetings, chaired by Mr Brian O'Connor, who was located in Los Angeles or Hong Kong, during the arduous takeover battle with Dunloe House.

There is no reason why shareholders should be treated in a lesser fashion to the directors. Undeterred by the legal restrictions, Dr Tony O'Reilly, Waterford Wedgwood's chairman, has set up a Dublin location at which shareholders can view the proceeding using audio-visual technology. One non-executive director will attend and the shareholders will be able to ask questions from the board in London but only after the meeting is finished. That is a happy half way house. But it is quite ludicrous, at a time when Ireland is to the forefront in providing homes to some of the world's largest electronic and computer companies, that the technical advances cannot be used to enhance shareholders' participation at annual general meetings. While no one is seriously contemplating having meetings on any of our neighbouring planets, Waterford Wedgwood, and other international companies, should be able to hold their gatherings simultaneously in a number of different jurisdictions on this planet. It has made representation to the Minister for Enterprise, Trade and Employment to alter the Companies Acts to allow this to happen.

That should be a comparatively simple exercise. It should only need the approval of a special resolution of shareholders at a previous annual general meeting. According to Waterford Wedgwood, it has no knowledge of companies in other states having the legal facility to hold meetings simultaneously in different jurisdictions. All the more reason why we should be the blaze trailers.