New notice period to call a general meeting for listed companies

Under the EU Shareholder Rights Directive (which is due to be implemented on 3 August 2009) listed companies will need to give at least 21 clear days' notice to call a general meeting. This is a change from the provisions of the Companies Act 2006, which requires 14 days' notice to be given.

It is expected that the UK will exercise the option for EU member states to allow listed companies to call meetings on 14 days' notice, provided certain conditions are fulfilled. The conditions are:

1. The shareholders must pass a resolution at an AGM approving the holding of general meetings on 14 clear days' notice. This resolution will only be valid until the company's next AGM and will need to be renewed annually. Whilst the Directive states that the resolution needs to be passed by a two thirds majority, the UK Department for Business, Enterprise and Regulatory Reform (BERR) is consulting on whether this should be a three quarters majority so as to align with the UK regime to pass a special resolution.

2. The company must offer shareholders the facility to vote by electronic means that are accessible to all shareholders. BERR is also consulting on how companies can satisfy this requirement.

Contact details
Email: Stuart Hatcher
Tel: +44 (0)20 7213 1416