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Company Secretary Update

In this update, we have focussed on the headline governance and regulatory issues that are facing RPs at this time. The lockdown is having a significant impact on the day-to-day governance of RPs, including convening meetings (board, shareholder and Annual General Meetings (AGMs)), signing off accounts, executing documents and other governance documentation.  Boards still need to “meet” to remain in charge of their strategy and operations in such a fast-changing environment. RPs will need to consider if their constitutions allow flexibility as to how they hold meetings and whether appropriate delegations are in place so that they can continue to operate efficiently and effectively.

Can you hold your AGM remotely? Government plans proposed to help...

One of the many challenges social distancing measures presents is how to hold General Meetings particularly as AGM season looms.  Unfortunately, most constitutions don’t allow for shareholder meetings to be held “virtually” in the same way that Board meetings can be.  Furthermore, many Registered Society rule sets still require AGMs to be held unless bespoke rule amendments have been made allowing the board to dispense with holding the AGM. What is the solution? Whilst reduced quorum requirements may help, with modern rule sets often requiring a minimum of two shareholders to be present in person, holding General Meetings this way may still not be feasible or even palatable given social distancing measures.  

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