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AGMs and impact of Covid-19

27 March 2020 - Supplement to previous AGM Guidance

Further to our initial guidance on contingency planning for AGMs during the current coronavirus (COVID-19) epidemic, published on 17 March 2020, the Institute has published supplementary guidance which reflects the Government ban on public gatherings of more than two people. Prepared with Clifford Chance LLP, Freshfields Bruckhaus Deringer LLP, Linklaters LLP and Slaughter and May with the support of the Financial Reporting Council, the Association of General Counsel and Company Secretaries working in FTSE 100 Companies (GC100), the Investment Association and the Quoted Companies Alliance. The guidance has also been reviewed by the Department for Business, Energy and Industrial Strategy.

The guidance offers suggestions as to how listed companies incorporated under the UK Companies Act might implement contingency plans in light of the compulsory ‘Stay at Home Measures’ that the British Government has introduced to combat the spread of Coronavirus since the initial guidance was first published on 17 March.

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 and that 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.

The complete supplementary guidance

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The original guidance

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17 March - AGM Guidance

Companies planning their AGM should be considering contingency plans in light of the spread of Covid-19. The Institute has published new guidance, produced jointly with Slaughter and May, with the support of the Financial Reporting Council, GC100, the Investment Association and the Quoted Companies Alliance. The guidance has also been reviewed by the Department for Business, energy and Industrial Strategy.

The guidance offers suggestions reflecting 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.

Companies effectively have five options:

  • Adapt the basis on which you hold the AGM
  • Delay convening the AGM, if notice has not yet been issued
  • Postpone the AGM, if permitted under the articles of association (Articles)
  • Adjourn the AGM
  • Conduct a hybrid AGM, if permitted under the Articles

Although as the situation continues to evolve, companies may ultimately have to use more than one of these options.

The guidance looks at the legal, regulatory and good practice issues associated with each option and suggests measures that companies should consider.

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