Application to class meetings
Chapter 4: Public Companies: Additional Requirements for Agms
582.The requirements for public companies relating to annual general meetings are set out in this Chapter. The main substantive changes to the 1985 Act are, as the CLR recommended, that:
private companies will no longer be required to hold an AGM. The provisions of this Chapter therefore do not apply to private companies; and
public company AGMs must be held within six months of their financial year-end.
Section 336: Public companies: annual general meeting
583.This section replaces section 366 of the 1985 Act but will apply only to public companies since private companies are no longer to be required to hold an AGM. Where section 366 required an AGM to be held each year and not more than 15 months after the previous AGM, a public company will now be required to hold an AGM within 6 months of its financial year-end. This new requirement is intended to ensure that shareholders have a more timely opportunity to hold the directors of a public company to account.
Section 337: Public companies: notice of AGM
584.This section reproduces the effect of parts of section 369 of the 1985 Act relating to the AGM notice. The minimum notice period for calling a public company AGM is 21 days as set out in subsection (2) of section 307 or longer if provided for in the company’s articles. An AGM may be called at shorter notice if all members of the company agree.
Section 338: Public companies: members’ power to require circulation of resolutions for AGMs
585.This section, with section 339, replaces sections 376 and 377 of the 1985 Act (to the extent that they relate to resolutions proposed by members to be moved at an AGM). Members holding at least 5% voting rights or at least 100 members holding on average £100 paid-up capital have the right to propose a resolution for the AGM agenda and to require the company to circulate details of the resolution to all members. A change from the existing legislation is that the shares must in each case carry rights to vote on the relevant resolution. The key policy change is that, if the members’ request is received before the financial year-end, then the members are not required to cover the costs of circulation.
Section 339: Public companies: company’s duty to circulate members’ resolutions for AGMs
586.This section replaces the remaining parts of sections 376 and 377 of the 1985 Act (to the extent that they relate to resolutions proposed by members to be moved at an AGM). It specifies what a company has to do when it is required to circulate a members’ resolution for an AGM.
Section 340: Public companies: expenses of circulating members’ resolutions for AGM
587.This section provides that the expenses of complying with section 339 need not be paid by the members who requested the circulation of the resolution if requests sufficient to require the company to circulate it are received before the company’s year-end. Otherwise the company’s expenses will have to be met by the members who requested the circulation of the resolution unless the company resolves otherwise. In this case, the members requesting the statement must deposit a sum to cover the company’s costs (unless the company has resolved otherwise).
