We advised on arrangements for the client’s Annual General Meeting, which in normal circumstances would have been held at a venue in London and would have been open to all shareholders. At the time the notice of the AGM was due to be circulated, the UK Government had imposed stringent restrictions on travel in the light of the Covid-19 pandemic and the client was concerned that these could be breached by shareholders attending an AGM in person.
After careful consideration of the relevant legislation, Government guidance and guidance issued by The Chartered Governance Institute, we advised the client that it would be in order to hold a closed AGM, at which only the minimum number of shareholders required to form a quorum were physically present. Shareholders would be encouraged to appoint the Chairman of the meeting as their proxy and were put on notice that the Chairman would be entitled on safety grounds and to preserve the good order of the meeting to refuse entry to anyone (other than the two director-shareholders) who attempted to attend the meeting in person.
We recommended that shareholders should be permitted to submit questions to the Chairman in advance of the AGM through a dedicated link on the client’s website and that the client might wish to consider providing a video link so that shareholders not attending the meeting in person could watch (although not actively participate in) the proceedings.
It was important that that these unusual arrangements were communicated sensitively and clearly to the shareholders and our client was well equipped to do this as a result of our advice.