Regulations* come into force on 29 September 2020, extending the temporary arrangements for AGMs of companies and CBSs.
The Regulations extend these arrangements from 30 September until 30th December 2020. This means that companies secretaries holding meetings late in the “AGM season” can continue to rely on them.
Background
On 28 March 2020, the Government announced that it would publish legislation to enable organisations, required by law, to hold AGMs to do so safely – consistent with the restrictions on gatherings introduced to address the spread of coronavirus. It contemplated that companies and other entities would be, temporarily, be given greater flexibilities for AGMs, including holding AGMs on line or postponing meetings. The legislation, the Corporate Insolvency and Governance Act (CIGA), came into force on 26 June.
The CIGA provided, in summary, that any general meeting (including an AGM) held during the period to 30 September:
- Need not be held at any particular place;
- May be held, and any votes may be permitted to be cast, by electronic means or any other means; and
- Need not require a minimum of persons being present in one location – for the meeting to be quorate.
As indicated above, the 30 September deadline has been extended.
For a discussion of the provisions of CIGA, concerning the conduct of meetings, please see our recent article.
Practical steps
Several company secretary secretaries, looking at the longer term, have taken the opportunity to amend their constitutions at their 2020 AGMs to allow for “hybrid” AGMs. This approach will not only facilitate the holding of meetings, but may also allow greater scope for members’ participation in the longer term.
Consideration is also, currently, being given to a more wide ranging review of constitutions following a recent case**. This case decided that shareholders, of a charitable company, were fiduciaries and are, therefore, not free to vote as they think fit.
If you would like to discuss the topics covered in this article, please contact either Jonathan Jarvis, Andrew Crawford, Nadine Ofori-Atta, Diarmaid O’Sullivan or the partner with whom you normally deal.
*The Corporate Insolvency and Governance Act 2020 (Cononavirus) (Extension of the Relevant Period) Regulations 2020
**Cooper v Lehtimaki: Re The Children’s Investment Fund Foundation (UK) [2020] UKSC 33
