Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024

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PART 3

Amendment of other Acts of Oireachtas

Participation in general meetings by use of electronic communications technology

89. The Industrial and Provident Societies Act 1893 is amended by the substitution of the following section for section 14B:

“14B. (1) Save to the extent that the rules of the registered society provide otherwise, a registered society need not hold a general meeting at a physical venue but may conduct the meeting wholly or partly by the use of electronic communications technology as long as all attendees have a reasonable opportunity to participate in the meeting in accordance with this section.

(2) Where a registered society conducts a general meeting wholly or partly by the use of electronic communications technology, it shall—

(a) make provision for participation in the meeting by providing or facilitating the use of electronic communications technology for that purpose, and

(b) ensure that any members who participate in the meeting using such technology are provided with the means to cast a vote without being physically present, either in person or by proxy, at the meeting.

(3) The use of electronic communications technology pursuant to subsection (2) may be made subject only to such requirements or restrictions put in place by the registered society as are necessary to ensure the identification of attendees and the security of the electronic communications technology, to the extent that such requirements or restrictions are proportionate to the achievement of those objectives.

(4) A registered society shall inform attendees, before the general meeting concerned, of any requirements or restrictions which it has put in place pursuant to subsection (3).

(5) A registered society that provides for the use of electronic communications technology for participation in a general meeting by an attendee shall ensure, as far as practicable, that—

(a) such technology—

(i) provides for the security of any electronic communications by the attendee,

(ii) minimises the risk of data corruption and unauthorised access, and

(iii) provides certainty as to the source of the electronic communications,

(b) in the case of any failure of, or disruption to, such technology, that failure or disruption is remedied as soon as practicable, and

(c) such technology enables the attendee to—

(i) hear what is said by the chairperson of the meeting and any person introduced by the chairperson, and

(ii) speak and submit questions and comments during the meeting to the chairperson to the extent that the attendee is entitled to do so under the rules of the society.

(6) Any temporary failure of, or disruption to, electronic communications technology shall not invalidate the general meeting or any proceedings relating to the meeting.

(7) Where the chairperson of the meeting is satisfied that a failure of, or disruption to, electronic communications technology—

(a) substantially interferes with the proceedings of the meeting or the participation of attendees as whole, and

(b) is not capable of being remedied during the meeting,

he or she may adjourn the meeting.

(8) Unless such failure or disruption is attributable to any wilful act of the registered society, a registered society shall not be liable in respect of any failure or disruption relating to the equipment used by an attendee to access a general meeting by electronic communications technology that occurs and which failure or disruption prevents or interferes with the attendee’s participation, by way of such technology, in the meeting.

(9) The notice of a general meeting given by a registered society in accordance with its rules, in the case of a meeting proposed to be held wholly or partly by the use of electronic communications technology, shall specify—

(a) the electronic platform to be used for the meeting,

(b) details for access to the electronic platform,

(c) the time and manner by which an attendee must confirm his or her intention to attend the meeting,

(d) any requirements or restrictions which the society has put in place in order to identify attendees who intend to attend the meeting,

(e) the procedure for attendees to communicate questions and comments before and during the meeting, and

(f) the procedure to be adopted for voting on resolutions proposed to be passed at the meeting.

(10) (a) The Minister may, if he or she considers it appropriate, by regulations make further provision for all or any of the following in relation to general meetings to be held by way of electronic communications technology:

(i) the convening and conduct of the meetings;

(ii) attendance at the meetings;

(iii) access to, and participation, including voting, in the meetings.

(b) Every regulation made by the Minister under this section shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the regulation is passed by either such House within the next 21 days on which that House sits after the regulation is laid before it, the regulation shall be annulled accordingly, but without prejudice to the validity of anything previously done thereunder.

(11) Each member and, where the rules of a registered society allow for a proxy, each proxy, shall be counted in the quorum where they attend a general meeting by way of electronic communications technology in accordance with this section.

(12) A person who participates in a general meeting by the use of electronic communications technology shall be regarded as being present at the meeting, and for that purpose, a reference in this Act or in the Industrial and Provident Societies (Amendment) Act 1978 (howsoever expressed) to a member having participated in person or by proxy at a meeting, shall be construed as including a reference to any member who participated, including by proxy, in that meeting by the use of electronic communications technology.

(13) In this section—

‘attendee’, in relation to a general meeting of a registered society, means—

(a) a member of the society who is entitled to attend the meeting,

(b) a proxy of a member referred to in paragraph (a), where the rules of the society allow for a proxy, or

(c) a person entitled, under the rules of the society, to attend the meeting;

‘electronic communications technology’, in relation to a general meeting of a registered society, means technology that enables real time transmission and real time two-way audio-visual or audio communication enabling attendees to participate in the meeting using such technology;

‘electronic platform’ means an electronic system for the delivery of electronic communications technology, including websites, access software and access telephone details or any other electronic technology that delivers such technology;

‘general meeting’, in relation to a registered society, means—

(a) an annual general meeting of the society, or

(b) a general meeting of the society,

and includes a meeting referred to in paragraph (a) or (b) that has been adjourned;

‘Minister’ means the Minister for Enterprise, Trade and Employment.”.