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19th May 2020

COVID-19 Update: AGMs during lockdown.

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On 14 May 2020, the Financial Reporting Council, in conjunction with the Department for Business, Energy and Industrial Strategy, published Q&A guidance to companies on the future measures that will come into force. They confirmed that any changes implemented as a result of the legislation will apply retrospectively from 26 March 2020 and will allow companies who have postponed their AGMs the flexibility to hold them by the end of September 2020.

The legislation will allow Directors to override Articles of Association to enable them to hold AGMs and other meetings whilst social distancing measures are in place. Should a physical meeting be required, the guidance suggests providing early, clear engagement with shareholders to give them the opportunity to provide feedback in advance of the AGM.

During this time, it is important to consider the following when planning for AGMs:

  • Ensure clear, pro-active communication with shareholders and stakeholders
  • If your Articles allow, opt for hybrid meetings
  • Consider amending your Articles to allow for hybrid meetings in the future
  • Consider delaying or adjourning your AGM to a later date
  • Remind shareholders of their ability to use proxy voting
  • Should social distancing measures change, update shareholders as to their rights of attendance
The full Q&As can be found here.

The legislation is due to come into force as soon as the Parliamentary timetable allows, and we will publish more details once there are any updates.

In the meantime, for more information or advice please click here to contact Thomas Leach or another member of Hewitsons’ corporate team.