New-Look Company Meetings Amid the Coronavirus Crisis
- AuthorJCP Solicitors
Coronavirus, lockdowns and social distancing measures have impacted our personal and working lives in so many complex ways since March of last year. Companies have had to re-think how they serve clients and customers, but also how they deal with their constitutional and legal obligations. Companies that are obliged by their articles of association to hold general meetings have been concerned that they would not be able to fulfil those obligations, given the restrictions on gatherings.
Recognising these concerns, the government made changes to company law. The Corporate Insolvency and Governance Act 2020 (CIGA) came into force in June 2020 and made temporary changes relating to the governance and regulation of companies and other bodies. The changes were applicable retrospectively from 26 March 2020. Part of the legislation was to ensure that general meetings could be held in a way which supported coronavirus physical distancing rules.
These temporary changes were initially due to end in September 2020, but when it became clear that physical distancing was an ongoing necessary health measure, the relevant period was extended. Temporary measures now mostly apply until 31 March 2021.
Generally, members/shareholders are entitled to attend company meetings which are held in a particular place. It isn’t vital that they physically attend where legislation and the company’s own articles allow for shareholder decisions to be made by written resolution. However, for those companies required by their articles to hold a physical meeting in a certain place, CIGA makes provision for flexibility.
Under these new rules, a meeting:
- need not be held at a particular place
- may be held, and any votes may be permitted to be cast, by electronic means or any other means
- may be held without any number of those participating in the meeting being together at the same place
To maintain physical distancing, the Act states that a member/shareholder does not have a right to:
- attend the meeting in person
- participate in the meeting other than by voting
- vote by a particular means
This means that, during the relevant period, participants do not have to be together at the same specified place, but, instead, companies can hold meetings virtually and cast votes electronically. Guidance confirms that a company can fulfil the requirement for a quorum via virtual meetings.
Although shareholders currently do not have the right to physically attend a meeting, those with voting rights retain their right to vote. The legislation confirms that the relevant period can be extended in case of further lockdowns, but only until 5 April 2021, where any further extensions would require an Act of Parliament.
The unexpected nature of the pandemic has allowed CEOs to consider whether the provisions of their articles are suitable in the event of any future disruption.