Technical Briefing: New legislation on general meetings published

Of interest to those responsible for arranging meetings of companies and other organisations

On 20 May, the Government published the Corporate Insolvency and Governance Bill, which received its first reading that day and is planned to go through the rest of its Parliamentary passage on 3 June.

The bulk of the Bill relates to Insolvency and will be covered in a separate section of this briefing. However, of principal interest to governance professionals is Schedule 14, which relates to ‘meetings of companies and other bodies’.

The scope of the Bill is wide – it covers companies, charitable incorporated organisations, registered co-operative societies, building societies and friendly societies (as defined in specific legislation) and applies to meetings held, or due to be held, between 26 March and 30 September 2020 with power for national authorities (the Secretary of State or relevant devolved bodies) to amend the period as necessary or to make additional regulations.

The legislation provides that:

  • ‘The meeting need not be held at any particular place’ - which removes the need for a venue to be stated and so has the effect of removing any doubt about the legality of virtual meetings.
  • ‘The meeting may be held, and any votes may be permitted to be cast, by electronic means or any other means’ which permits a wide range of options, including virtual meetings.
  • ‘The meeting may be held without any number of those participating in the meeting being together at the same place’ which removes the requirement for a quorum meeting together.
  • ‘A member of the qualifying body does not have a right— (a) to attend the meeting in person, (b) to participate in the meeting other than by voting, or (c) to vote by particular means’ which establishes that meetings can be held electronically and behind closed doors.
  • ‘The provisions of any enactment relating to meetings’ and ‘The provisions of the constitution or rules of the qualifying body have effect subject to this paragraph’ which means that this Bill is intended to override and conflicting provision in legislation, regulation or the organisation’s own constitution, including its articles of association.

Finally, the Bill extends the period in which an AGM must be held until 30 September 2020, with power for the ‘national authority’ to extend this if necessary.

Of course, as noted above, the Bill received its first reading on 20 May, and the Government plan is that it will complete the rest of its Parliamentary passage on 3 June. Until it does so, we cannot be certain of the final text.

The full text of the Bill can be found at: https://publications.parliament.uk/pa/bills/cbill/58-01/0128/cbill_2019-20210128_en_1.htm  - Schedule 14 contains all the legislation relating to general meetings. Explanatory notes can be found at:

https://publications.parliament.uk/pa/bills/cbill/58-01/0128/en/20128en01.htm

Find out more about our series of introductory webinars Webinar on 3rd June at 12:30pm, Responsible business: Beyond shareholder value

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