Following the guidelines issued by His Excellency the President of the Republic of Uganda on COVID 19, and in the exercise of the functions of the Authority as stipulated under section.5(2)(b) of the Uganda Retirement Benefits Regulatory Authority Act, 2011, the Authority issues this notice to trustees of retirement benefits schemes and the General Public, regarding scheduling and conduct of virtual Annual General Meeting (AGMS) of schemes. You are hereby notified as follows:
- Considerations when scheduling and convening virtual scheme meetings
The trustees of a retirement benefits scheme shall ensure that scheme AGMs are convened in accordance with the statutory requirements. The following considerations shall be made prior to convening a meeting;
a. Pre-meeting considerations
The trustees should determine the platform that will be used for the virtual meeting and confirm that that the platform does not in any way disenfranchise the intended meeting participants.
b. Notice of meetings
i. The trustees should issue a notice for the meeting in accordance with the provisions of the scheme trust deed and rules. Where the scheme trust deed and rules are silent on the notice period, the trustees should issue a notice for the meeting at least 21 days prior to the meeting.
ii. The Chairperson of the Board of Trustees or secretary should circulate the meeting link and dial-in details to the participants at least 14 days prior to the meeting, with a link reminder at least 5 days prior to the meeting.
iii. A copy of the notice for the scheme AGM and meeting link and dial-in details should also be submitted to the Authority within the above-stated timeframe.
iv. There should be clear joining and participation instructions communicated to the meeting participants. Where the trustees determine a need, the trustees may conduct a test meeting so as to ensure all the participants are appraised with the joining as well as the participation procedures.
v. Meeting agenda shall be shared with the meeting participants at least 14 days prior to the meeting date, with clarity on what is expected for each agenda item.
c. Meeting Host
i. The secretary of the board of trustees shall host the meeting, and in cases where the secretary of the board of trustees is not the scheme administrator, the scheme administrator should co-host the meeting.
ii. Trustees shall ensure availability of IT support in-case of challenges during the meeting.
d. Attendance and quorum
i. Trustees shall put in place measures to ensure participants’ attendance is captured.
ii. Meeting quorum as stated in the scheme trust deed and rules should be maintained for virtual meetings
iii. Apologies for absence shall be received by the secretary at least twenty-four hours prior to the meeting. The secretary for the meeting shall document and, at the start of the meeting, declare to the meeting the absence apologies received.
iv. The platform used for the virtual meeting shall allow participants to identify who is present at the meeting and who is speaking, whether by name, profile image or activated video.
e. Conduct of meeting and disclosures
i. The trustees shall inform the participants on the mode of communicating with the Chair or secretary of the meeting during and prior to the meeting. Where the scheme trust deed and rules provide for mode of communication, then they should be followed for the virtual meetings
ii. The secretary for the meeting shall record minutes of the virtual meetings in the same manner like any other meetings of the scheme.
Trustees should reference this notice together with the provisions of the scheme trust deed and rules relating to meeting decorum.
All communications regarding scheme AGMs should be submitted by email on firstname.lastname@example.org
Martin A. Nsubuga
CHIEF EXECUTIVE OFFICER
25th June, 2020