On 17 April 2020 the Department for Business, Energy & Industrial Strategy and the Financial Reporting Council published a Q&A document covering company filings, Annual General Meetings and other general meetings during the COVID-19 outbreak.
The Q&A document can be found here.
The Q&As provide companies with information supplementing the government's announcement in March that it will be introducing legislation to facilitate holding shareholder meetings and making filings with Companies House during the pandemic (as reported previously on the DMH Stallard Coronavirus Hub.
The matters addressed by the Q&As include:
- The form the planned flexibility on AGMs and other general meetings will take: this is likely to be "closed" meetings with a minimum number of people participating by way of telephone or other equivalent means of communication.
- Extension of deadlines for holding AGMs: it is anticipated that the option to delay will be provided, although most companies are anticipated to hold meetings within the usual timeframe.
- Safeguarding shareholder engagement in closed meetings: this would involve engagement with shareholders electronically and the suggestion of shareholder days later in the year, to offer access to the board in a similar way to an AGM.
- Shareholder requests for hard copies of AGM notices or other documentation: the Government intends to give companies the temporary flexibility to restrict communications to emails, websites and other electronic media.
The government intends to bring forward legislation to implement the anticipated flexibilities as soon as possible, and refers companies whose AGMs are imminent to the guidance published by the Chartered Governance Institute for advice on how to proceed within existing restrictions.
The guidance published by the Chartered Governance Institute can be found here.
The Q&As also indicate that the ability of companies to meet other filing deadlines is being monitored and action will be taken to provide breathing space if necessary.