A significant challenge for companies is holding either director or member meetings given the Covid-19 restrictions. Everyone has embraced the new world of virtual meetings through Zoom, Skype, Hangouts etc. While these are useful tools for business and teams to meet, companies need to be mindful of the legislation regarding holding meetings electronically.
Before a directors or members meeting is convened, the constitution should be reviewed to establish the rules regarding holding meetings and also the meetings rules in the Companies Act 2014. In the current pandemic the directors should consider passing resolutions by written resolution or electronic meetings if the constitution provides for it.
Directors are meeting and making a lot of decisions at present to deal with the impact of the pandemic and these decisions should be made at a valid board meeting or by way of written resolution.
In a previous article we have highlighted the rules regarding holding directors meetings.
Member Meetings & AGM’s
All LTD companies and other company types that are single member may dispense with holding the physical AGM.
CLG’s should consider postponing the AGM or adjourning it until later in the year but still have regard to holding the AGM within 15 months since the last AGM and laying the financial statements within 9 months of the financial year end. Also the use of proxy forms are an optional provision for CLG’s so this should be reviewed in the company intends allowing members to use proxy forms.
For more information see our article on member meetings and the ICSA Guidance below.
ICSA Guidance Notes
ICSA: The Governance Institute have issued recent articles on holding Annual General Meetings.
The first is an observation on AGM’s being held in 2020 and the current trend.
The additional articles contain links to guidance notes issued by member firms.