AGMs and impact of COVID-19

Of interest to those working in companies and those responsible for the management of general meetings

On 27 March, the Institute published supplementary guidance on contingency planning for AGMs during the current coronavirus (COVID-19) epidemic. This builds on the initial guidance published on 17 March to reflect the subsequent Government ban on public gatherings of more than two people.

Prepared with Clifford Chance LLP, Freshfields Bruckhaus Deringer LLP, Linklaters LLP and Slaughter and May with the support of the Financial Reporting Council, the Association of General Counsel and Company Secretaries working in FTSE 100 Companies (GC100), the Investment Association and the Quoted Companies Alliance. The guidance has also been reviewed by the Department for Business, Energy and Industrial Strategy.

The guidance offers suggestions as to how listed companies incorporated under the UK Companies Act might implement contingency plans in light of the compulsory ‘Stay at Home Measures’ that the British Government has introduced to combat the spread of Coronavirus since the initial guidance was first published on 17 March.

It offers advice on how to ensure that the meeting is quorate, who should chair the meeting, which directors will be allowed or expected to attend the general meeting and where to hold the meeting in the event of the planned venue being unavailable or otherwise inaccessible. It recommends that companies encourage shareholders to vote by proxy and that they make it clear that public gatherings of more than two people are not permitted and stress that anyone seeking to attend the meeting in person will be refused entry.

We understand that the Government will be introducing further legislation to ensure those companies required by law to hold Annual General Meetings will be able to do so safely, consistent with the restrictions on movement and gatherings introduced to address the spread of coronavirus and will issue further guidance in due course.

The guidance is accompanied by a free webinar with Policy and Research Director Peter Swabey and lead author Nilufer von Bismarck, a Partner at Slaughter and May, which is being held on 2 April 2020.          

Both the initial and supplementary guidance can be downloaded here.

Bookings for the webinar can be made from here

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