Here is some updated on arranging general meetings during COVID-19

 

On 30 March 2021 the necessities of the Corporate Insolvency and Governance Act 2020 (“CIGA”) which enabled genuinely important general meetings broken, and the usual rules started to apply.  ICSA have produced some insightful guidance to assist firms in dealing with their general meetings in the light of this change.  The guidance includes a summary of the legal position, good practice recommendations and some suggested wording explaining to shareholders the approach a company is taking. This information is also essential for a corporate lawyer in London.

The most important thing to keep in mind is that with the CIGA allowing provisions expiring it will only be conceivable to hold closed general meetings if legislation and guidance applicable at the applicable time preclude gatherings of more than a very limited number of people.  That said, there is no reason that companies can’t powerfully endorse shareholders don’t attend the general meeting in person given the risks linked with Covid-19 and of last-minute rule changes.

ICSA states that unless a company’s articles precisely forbid virtual attendance at meetings or require shareholders to be physically present to count as attending it can arrange a hybrid meeting.  A hybrid meeting could have as few as two shareholders (or one shareholder and a proxy holder) physically present with the rest of the shareholders attending via an appropriate video-conference facility.  The most logical way to facilitate shareholder engagement for a majority of companies is likely to be a hybrid meeting, but of course each company must consider its own position and shareholders.

A valuable requirement to note is that for a hybrid meeting to be validly held all participants, whether physical or virtual, must be able to participate on an equal basis.  Some thought will need to be given as to appropriate software to ensure that this can be done (for example catering for live voting and ensuring that everyone can speak and be heard – and ICSA notes that merely giving virtual participants access to a chat function will not satisfy this requirement and audio is required).  Similarly, thought will need to be given to how shareholders can raise questions before and at the meeting however they are attending.  Shareholders will also need to be given clear instructions as to the procedures being put in place.

Eventually, ICSA highlights that, while it is critical that the formal notice of the meeting includes only one time, date and place for it, firms should also think about how they can publicise any changes in the arrangements – for example as a result of a further change to the Covid guidance.  This could include RIS announcements and postings on the company’s website, subject to the company’s articles of association.  Again, a corporate lawyer in London should ensure that the documents assembling the meeting should include clear explanations to shareholders as to where they should check for changes ascending.

The guidance is precisely depicted and extremely practical, and will have value even after Covid restrictions are completely relaxed.  It is well worth anyone indulged in general meetings of public companies reading it.