Will access to the venue be restricted?
Where a venue is closed following publication of the AGM notice, the company will need to consider whether to postpone or adjourn the meeting.
Postponement: The articles of association may allow postponement of the meeting. The company will need to comply with the requirements of its articles as regards publicising the postponement and new arrangements. It will also need to consider whether the company has time to postpone the AGM, given the statutory requirement to hold it within six months of its financial year-end.
Adjournment: If the company's articles do not allow it to postpone the meeting, then the chair and sufficient shareholders to constitute a quorum should attend the venue (remaining outside if necessary) in order to adjourn the meeting to a date and time that the company considers practicable. The chair will generally hold sufficient proxies (giving discretion on procedural motions) to allow an adjournment motion to pass.
Meeting may continue if a quorum is present: The directors should be aware that even if they do not attend, but a quorum is otherwise present, the attendees may appoint a chair and go ahead in their absence. Therefore it may be sensible to ensure that the chair, or at least one of the directors, and enough "friendly" shareholders to make up a quorum, should attend the place of the meeting at the appointed time.
Time-sensitive matters: If a meeting is to be postponed or adjourned, companies will need to check that the expiry dates of their existing share capital authorities (e.g. the authority to buy back shares) do not affect any planned corporate actions or existing programmes. In most cases it will be preferable to go ahead with the meeting as planned if possible.
Will government action prevent the meeting from being held?
In the event that Government action would prevent the AGM from taking place, the company will need to consider whether postponement is an option (see above). It is possible that the Government may introduce some concession as to the timing of AGMs in the event of restrictions on public gatherings. In Singapore, some listed companies have been given an extended AGM deadline. Otherwise, depending on the relevant restrictions, the meeting could be opened with minimal participation and then adjourned.
Will travel restrictions affect attendance?
If the meeting is to go ahead, the company should ensure that it will have at least one director and sufficient shareholders at the meeting so that a quorum is present. It may wish to consider publishing an RNS announcement urging shareholders to send proxies as soon as possible, in case physical attendance is not possible due to travel restrictions. Shareholders may also be encouraged to submit questions in advance of the meeting.
Can members attend remotely?
In order to protect the health and safety of the attendees at their AGM, companies should follow the advice and guidance from Government and relevant authorities, such as Public Health England.
With this in mind the company should consider:
- making an RNS announcement encouraging shareholders to:
- submit their proxy forms, rather than attending in person; and
- check the company's website for further developments, including travel restrictions or government restrictions on public gatherings;
- whether to exclude those who are unwell or have travelled to certain countries on the grounds of security, and the basis on which exclusions are permitted under the company's articles; and
- whether the meeting can be postponed to a later date (see above).
Health and safety: should certain people be encouraged or required to stay away?
Before sending out a notice, companies should consider whether their articles allow for hybrid meetings (i.e. meetings where there is a physical meeting but members can attend electronically instead of being physically present) and whether they have the mechanisms and procedures in place to be able to hold such a meeting. If the decision is taken to hold a hybrid meeting, the notice will have to contain the procedures which shareholders will need to follow in order to attend electronically.
Hybrid meetings have historically been quite rare, but we expect that there will be increasing demand in the coming months on a limited number of service providers. Therefore if a hybrid meeting is proposed, arrangements should be made as soon as possible.
Where the AGM notice has already been published, it may be possible for members to join a call or a live-stream webcast so that they can follow the proceedings remotely, although they will not count towards the quorum or be able to vote at the meeting (other than by proxy). Companies may wish to provide for shareholders to submit questions to the board in advance of the meeting.