UK: FRC publishes guidance on running effective AGMs and other general meetings

The Financial Reporting Council has, for the first time, published specific guidance on the effective running of AGMs and other general meetings by listed companies: see here (pdf). The guidance contains, in total, seven principles that are organised within four time periods: before the meeting; during the meeting; after the meeting; and engagement throughout the year. 

Canada: updated guidance on virtual shareholder meetings

The Canadian Securities Administrators have published updated guidance on virtual shareholder meetings: see here.

Ireland: new corporate rescue regime for small companies // virtual shareholder meetings

The Department of Enterprise, Trade and Employment published a press release last week in which it announced that approval had been gained for the priority drafting of the Companies (Small Company Administrative Rescue Process and Miscellaneous Provisons) Bill 2021: see here. The Bill will amend the Companies Act 2014 in order to introduce a new rescue process for small and micro companies.

The Bill will also - hence the word miscellaneous in the title - make some other changes to the 2014 Act and the Industrial and Provident Societies Act 1893 including making permanent provisions for the holding of virtual meetings (such meetings were introduced as a temporary measure under the Companies (Miscellaneous Provisions) (Covid-19) Act 2020).

The press release highlights the key features of the Bill. 

Ireland: The Companies (Miscellaneous Provisions) (COVID-19) Act 2020

A copy of the Companies (Miscellaneous Provisions) (COVID-19) Act 2020 is now available on the electronic Irish Statute Book website: see here or here (pdf). A summary of the Act's provisions, which include permitting the postponement of annual general meetings and the holding of certain meetings electronically, is available here.

Ireland: the Companies (Miscellaneous Provisions) (COVID-19) Bill 2020

The Companies (Miscellaneous Provisions) (COVID-19) Bill 2020 completed its journey through the Dáil Éireann at the end of July: see here. A day or two later it received the assent of the President and became law: see here. A copy of the Act will appear on the electronic Irish Statute Book website soon: see here. A summary of the Act's provisions, which include permitting the postponement of annual general meetings and the holding of certain meetings electronically, is available here.

UK: The Corporate Insolvency and Governance Bill - an update

The Corporate Insolvency and Governance Bill received its first reading in the House of Commons on 20 May and is scheduled to proceed through second reading, committee stage and third reading tomorrow: see here. A copy of the Bill as introduced is available here (pdf). Explanatory notes, to be read alongside the Bill, are available here (pdf). Factsheets have also been published by the Department for Business, Energy and Industrial Strategy: see here.

In broad outline, the Bill will make permanent and temporary changes. The permanent changes include the introduction of a new insolvency mechanism: a moratorium. Among the temporary changes are those relating to filing deadlines, holding general meetings electronically and, in respect of directors' potential liability for wrongful trading under section 214 of the Insolvency Act 1986, to provide that the court is to assume that the director is not responsible for any worsening in the financial position of the company, or of its creditors, between 1 March 2020 and 30 June 2020 (or, if later, one month after the Act comes into force).

UK: public company holds electronic annual general meeting

A couple of months ago, on June 15th to be precise, something rather unusual happened: a UK public company, Jimmy Choo plc, held its annual general meeting electronically. The company's articles of association were amended in 2015 to make this possible. Further information about the AGM is available in the press release from Equiniti: see here. The AGM results are available here.