With our wide-ranging and in-depth know-how and experience in the finer details of company secretarial practice for PLCs and other organisations, we are constantly keeping a lookout here at London Registrars for the latest guidance on how General Meetings are to be held amid COVID-19.
Sure enough, The Chartered Governance Institute (ICSA) has recently issued guidance on General Meetings under the Corporate Insolvency and Governance Act 2020.
What does the guidance say?
The qualifying and membership body for governance professionals published the new guidance on 9 July 2020, to aid companies seeking to hold shareholder meetings in accordance with the terms of the Corporate Insolvency and Governance Act 2020. This follows the guidance published by the institute in March.
The latest guidance covers various matters. One subject addressed, for example, is exactly how companies can hold shareholder meetings. With the Act no longer requiring the participants to be together in the same location, companies are now permitted to hold partial or fully virtual shareholder meeting by telephone or video conference, irrespective of their individual articles of association allowing or forbidding this.
Also addressed in the guidance is a company’s right to restrict attendance at shareholder meetings until 30 September 2020 – or, if later, until the end of any extension of the period during which this flexibility is granted by the Act.
Those who wish to learn more about shareholders’ voting rights under the Act, and the manner in which these can be exercised, may also be interested in consulting the new guidance. ICSA has observed that companies are likely to provide facilities for members to appoint the meeting’s chair as their proxy. Some companies may also permit shareholders to use an online facility or app to vote, although the Act does not require this.
Other relevant advice for companies holding General Meetings at this time
Also covered by The Chartered Governance Institute’s guidance is the position of a company that has already issued the notice of its General Meeting, but wishes to amend the location or date of the meeting. ICSA has recommended that with the Act not explicitly allowing such details to be changed, companies should seek specific advice on this.
ICSA has also addressed in its guidance the key factors that companies should consider when determining whether to delay holding an AGM or laying annual reports and accounts prior to a General Meeting in accordance with the Act. The Institute has drawn attention to the Act not extending the expiry date of corporate authorities.
The guidance considers, too, how the Act’s General Meeting provisions apply to charities. Finally, ICSA has also noted that the temporary measures in the Act will override any provisions to the contrary in a company’s articles of association.
Contact us now to benefit from our specialist expertise
The London Registrars team remains ready and waiting to guide you through the maze of these temporary laws as well as assisting all types of organisations with their specific governance, risk and compliance requirements. Our areas of expertise cover all aspects of corporate governance to the highest standard of company secretarial practice for PLCs and other entities.
Call, fax or email us today to learn more about the advice and assistance we can provide for your own particular situation, at this time of uncertainty that can present such challenges for organisations of all sizes, sectors and circumstances.
August 2020