In light of the Government’s measures, which include social distancing and self-isolation, to contain the Coronavirus those entities that are required to hold an Annual General Meeting will find this creates a challenge.
To help address this issue The Financial Reporting Council (FRC) and the Chartered Governance Institute have published guidance about company AGMs and the impact of Covid-19.
Whilst the guidance will most likely be more relevant to larger entities, including listed companies, it may also be useful for smaller entities with geographically dispersed stakeholders or those affected by the current situation.
In particular 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, 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.
The guidance reflects UK company law and regulation, but companies will need to consider their own individual circumstances, including their articles of association and any other relevant matters.
Full details of the Guidance are included in:
AGMs and impact of Covid-19: Supplement
https://www.icsa.org.uk/assets/files/pdfs/guidance/agms-and-impact-of-covid-19-supplement-web.pdf
AGMs and impact of Covid-19 Guidance note 17th March 2020
https://www.icsa.org.uk/assets/files/pdfs/guidance/agms-and-impact-of-covid-19-web.pdf
