In light of the coronavirus outbreak, and the Government’s encouragement for individuals to reduce non-essential contact and advice against the holding of mass gatherings, The Chartered Governance Institute has published Guidance on contingency plans companies should be considering for holding Annual General Meetings (AGMs).
Some of the useful suggestions made in the Guidance are set out below and it is essential to check that your Articles of Association allow these steps to be taken:
- Conducting a hybrid AGM. A hybrid AGM allows attendees to participate in the meeting by electronic means. If you do choose to conduct a hybrid AGM, this will not prevent shareholders from attending in person, therefore you will also need to consider the suggestions provided in the Guidance for ‘Adapting the basis on which you hold the AGM’.
- Adapting the basis on which you hold the AGM. Some of the things you should consider include booking a fall-back venue, encouraging proxy voting, establishing an online shareholder Q&A, restricting non-shareholder attendees, live streaming the AGM, organising a shareholder event for later in the year and introducing stringent safety measures. You should in any event ensure the AGM will be quorate.
- Delaying, postponing or adjourning the AGM. These options are likely to be the least popular as the latest date a company can hold an AGM is 6 months after its financial year end. Therefore companies with a 31 December year end do not have a lot of leeway.
Companies should monitor the further measures introduced by the Government in light of the coronavirus outbreak, and alter their plans as necessary.
If you would like advice on any of the above options, and in particular whether they are permitted by your Articles of Association, please get in touch with your usual contact at DMH Stallard LLP, or Nick Williams (email@example.com) or Nuria Ashmore Barrios (firstname.lastname@example.org) in the Corporate team.