On the 18th March 2020, the UK Institute of Chartered Secretaries and Administrators (ICSA) – the Chartered Governance Institute published Guidance on COVID 19 and AGMS. The guidance has been reviewed by the UK Department for Business, Energy and Industrial Strategy. Companies planning their AGM should be considering contingency plans in light of the spread of COVID-19. 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 the AGM is held.
• 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.
The guidance looks at the legal, regulatory and good practice issues associated with each option and suggests measures that companies should consider. Although as the situation continues to evolve, companies may ultimately have to use more than one of these options.
It is understood that the UK Government will consider legislative options to help systems and services work more effectively in tackling the outbreak. The UK Government is encouraging individuals to reduce non-essential contact and advising against the holding of mass gatherings. However, the precise details of these measures (for instance, the size limit on AGMs) are not yet clear. Companies should alter their plans as necessary as new Government advice and/or emergency legislation are announced.
The Guidance can be downloaded by ICSA members via their website.