What allowances has the Government proposed for company meetings?
The Government’s Corporate Insolvency and Governance Act introduces amendments to the current rules for companies on holding meetings, to address the difficulties companies are facing due to the Covid-19 pandemic.
The new provisions apply to meetings held between 26 March 2020 and 30 September 2020 (referred to as the “Relevant Period”). Subsequent regulations by the Government can be used to shorten this period or extend by up to 3 months but not past 5 April 2021.
The provisions will have retrospective effect, so meetings that were held after 26 March 2020 that may not have met the usual legal requirements due to lockdown, will be validated under these new provisions. These provisions under the Act make amends to relevant legislation and override a company’s articles of association.
For general meetings and certain other meetings of companies, the Act states that:
- The meeting need not be held in any particular place;
- The meeting may be held, and any votes may be cast, by electronic means or other means;
- The meeting may be held without anyone being in the same place
- Persons attending the meeting no longer have the following rights: the right to attend in person, the right to participate in the meeting other than by voting, or the right to vote by particular means.
The aim of these changes is to facilitate virtual meetings, and remove the need for a physical venue.
Where a company was required to hold its AGM between 26 March and 30 September 2020, it can be held at any time before 30 September 2020. The Secretary of State has the power to make regulations to further extend the deadline.
Related FAQs
As with a Will, your solicitor can take instructions by telephone, Skype or a similar tool. Your solicitor can then post or email the documentation to you. As with Wills, your signature and those of your proposed Attorneys will need to be witnessed, but in this case only by one other person. However, there are specific requirements as to who can witness your signature. The witness must be aged 18 or older and cannot be your Attorney but they can be your Certificate Provider.
Your Certificate Provider must either be someone you have known personally for at least two years or an appropriate professional. However, they must not be your Attorney and they must not be a member of your family or the partner, boyfriend or girlfriend of a member of your family or a business partner or employee of yours.
Also, if you are living in a care home, the Certificate Provider cannot be the owner, manager, director or employee of the home you live in.
Given the current restrictions on movement, if you have regular medical checks you could ask your GP or another medical professional to witness your signature and act as your Certificate Provider when you go to see them or they come to you. Alternatively, if someone you have known for two years or more is dropping off essentials, they could act as a witness and Certificate Provider remembering to retain the necessary distance and protective measures.
Concerning your Attorney(s) you cannot act as their witness. Otherwise, anyone aged 18 or older can act as their witness, including the other Attorney. Ideally, a witness to your or your Attorney’s signatures should not be a family member for the sake of impartiality and to avoid disputes. If necessary they can be.
Read more about thisOffice holders who provide services under an intermediary (such as a service company consultancy agreement) and whose services relate to the office held, would fall under the IR35 regime and must be assessed accordingly.
Read more about thisThe fundamentals of risk assessment remain the same as for any other foreseeable risk.
Focus on risk controls which reflect Government guidance; social distancing (2 metres) and avoiding contact with occupiers if possible, high-quality PPE – disposable overalls, gloves and fluid repellent surgical face masks, ready access to antibacterial wipes for surfaces, tools and equipment and plentiful hand sanitizer.
Read more about thisFollowing our webinars on all aspects of furlough and alternatives to redundancy, it is an unfortunate fact that a number of organisations are likely, sooner or later, to be forced to make some employees redundant.
Our employment experts Jamie Gamble and Roisin Patton take you through the key aspects of conducting cost reduction redundancies, but with a focus on aspects that make this exercise different this time. For instance:
- How are you going to conduct sensitive meetings remotely?
- How are you going to ensure that dismissing any furloughed staff will be fair? You may have furloughed at speed, but redundancy selection criteria cannot be defined by such factors.
- Will you use this time to review your selection criteria if you already have some in place?
- How will you deal with individuals who are shielding, have child care issues or are pregnant?
- How do you ensure this is all done sensitively and fairly for those roles that are being made redundant, but also for those who continue to work for you but are still isolated on furlough or working from home?
- And what are the risks for making redundancies in this “new normal”?
Although you may be perfectly familiar with redundancy exercises these are far from normal times and it is therefore worth pausing to think about the impact that Covid-19 might have and what else you need to think about or plan for.
The webinar was recorded on Thursday 2nd July.
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