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New guidance from ICSA about AGMs and COVID-19

ICSA has published new guidance on how quoted companies might hold meetings during the 2021 AGM season.

The paper was prepared in association with the City of London Law Society, and supported by BEIS, FRC, QCA and others.

Key considerations outlined in the guidance are as follows:

  • Without the enabling provisions offered by the Corporate Insolvency and Governance Act 2020, closed meetings will only be possible after 30 March 2021 if legislation and guidelines at the time preclude gatherings of more than a very limited number.
  • It will be necessary to react to the situation at the time and AGMs and other general meetings will need to reflect any restrictions, such as government health and safety measures that might restrict public gatherings in a particular way. Venue capacities are also likely to be significantly reduced due to social distancing rules and this needs to be factored into planning for the meeting.
  • If there is no specific legislation in force at the time of the meeting, such as national lockdown restrictions, companies will not be able to preclude shareholder attendance either entirely or by seeking to impose a limit on the number permitted to attend. However, a company can strongly recommend that shareholders do not attend due to the unpredictable circumstances.

Companies can legally organise hybrid meetings even if their articles do not expressly enable this, provided there is nothing in the articles which prevents their doing so.

To read the advice please click on the link.


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