ICSA: The Chartered Governance Institute (ICSA) has published guidance for companies in connection with the 2021 AGM season.
The guidance discusses a number of legal and practical issues in relation to holding AGMs in 2021, including:
- Planning a meeting – The guidance states that companies should plan to hold shareholder meetings based on the restrictions on gatherings in place at the time the notice is published, but that they should also consider contingency plans as the situation may change ahead of the meeting. The legal and practical issues arising if the arrangements for the meeting need to change following publication of the notice of meeting are also considered.
- Ability to hold a closed meeting – It notes that the relaxations to shareholder meeting requirements introduced by the Corporate Insolvency and Governance Act 2020 are due to expire on 30 March 2021, and so “closed meetings” (that is, meetings where only the necessary quorum is present, and no other shareholders) will only be permissible for as long as Covid-19 regulations and guidance preclude indoor gatherings and travel. It also notes that, once the relaxations under the Act have expired, there is uncertainty as to whether a wholly virtual meeting constitutes a legally valid meeting.
- Hybrid meetings – The guidance discusses the circumstances in which a hybrid shareholder meeting (that is a physical meeting with electronic participation) could be held, and some of the practical issues that should be considered in connection with such a meeting. The issues discussed include how questions and answers should be conducted and the facilities that should be in place so as to enable shareholders to participate and be “present” at a hybrid meeting if attending electronically.
- Shareholder engagement – It emphasises the importance of shareholder engagement but notes that what is appropriate in terms of engagement will depend on a company’s particular circumstances. Various options for shareholder engagement are discussed.
The guidance also contains relevant sample wording for notices of meeting.