Moon Executive Search, Faculty of Business and Law Advisory Board member, have published a blog outlining guidance on holding AGM’s under the restrictions of coronavirus. Originally posted on Moon Executive Search.
The Quoted Companies Alliance is a high-profile membership organisation that champions small to mid-sized quoted companies.
To enable their membership to address the practical challenges of holding an annual general meeting (AGM) during the COVID-19 pandemic, the QCA supported the production of guidance by The Chartered Governance Institute (ICSA) alongside a collection of legal firms, the Financial Reporting Council, the Investment Association, and The Department for Business, Energy and Industrial Strategy, who all reviewed and contributed to the guidance.
Vanessa Moon said: ‘This is a relationship that we greatly value, particularly as many of our clients are listed. We have found their resources to be extremely relevant and timely and we were delighted when Tim Ward their CEO shared this new guidance with us.’
Tim Ward, CEO of the QCA, said that: “The QCA has an impressive membership group and together we have strong collective influence – these are unprecedented times and at the forefront of our activity is our commitment and capacity to support our members. We are pleased to work with the ICSA and others collectively to produce this guidance on AGMs quickly to provide our members with information on how to navigate their regulatory obligations and make decisions needed to carry out their business.“
The Guidance outlines five options that companies can take:
1. Adapt the basis on which they hold the AGM
2. Delay convening the AGM, if notice has not yet been issued
3. Postpone the AGM, if permitted under the articles of association
4. Adjourn the AGM
5. Conduct a hybrid AGM, if permitted under the articles of association
For more information, click here.
With the increasing impact of COVID-19, businesses are under pressure to transform to ‘the new normal’ but the AGM that is required by law cannot go ahead due to social distancing measures. At a time of great uncertainty, companies and their directors will need to focus on making the critical decisions that will enable them to get through the period with least disruption. One fully attended meeting would put the entire company and their families at risk.
However, chairing a quorate meeting may necessitate just ‘two director and/or employee shareholders of the company attending the meeting, with resolutions being passed by the proxy votes of those who have not been able to attend in person’.
The Stay at Home Measures make it harder to have an AGM but not impossible. Appropriate social distancing measures should be observed by the small number of attendees at a physical meeting and shaking hands is obviously off the table.
Whilst we must all take the utmost precaution in preventing the spread of COVID-19, businesses and organisations must continue to make the crucial decisions to survive and thrive in theses testing times.
For more information about how to safely conduct an AGM click here for the guidance from ICSA.
The QCA has also created a new COVID-19 hub (“The Lockdown Lowdown”) on its website to help QCA members. The Hub includes information on regulatory updates, government support schemes available for companies and the work the QCA is doing on behalf of its members. The Hub also bring together content from member advisory firms to help small and mid-sized quoted companies. Members can access the Hub here.
Quote from Tim Ward, who is the Chief Executive of the Quoted Companies Alliance since 2009.
“The QCA and our members are committed to playing our part to prevent the spread of COVID-19. We are proud of how our members have responded by innovating and adapting their business practices and continue to make the difficult decisions to ensure their companies are sustainable in the long term. The role of the QCA to support and act as the voice of small to mid-sized quoted companies is more important than ever and we are committed to doing everything possible to support our members through COVID-19.”