C2C3C1Part 13Resolutions and meetings

Annotations:
Modifications etc. (not altering text)
C2

Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

Chapter 7Supplementary provisions

360Computation of periods of notice etc: clear day rule

1

This section applies for the purposes of the following provisions of this Part—

  • section 307(1) and (2) (notice required of general meeting),

  • F2section 307A(1), (4), (5) and (7)(b) (notice required of general meeting of traded company), 

  • section 312(1) and (3) (resolution requiring special notice),

  • section 314(4)(d) (request to circulate members' statement),

  • section 316(2)(b) (expenses of circulating statement to be deposited or tendered before meeting),

  • F1section 337(3) (contents of notice of AGM of traded company),

  • section 338(4)(d)(i) (request to circulate member's resolution at AGM of public company),F9. . .

  • F3section 338A(5) (request to include matter in the business to be dealt with at AGM of traded company),

  • section 340(2)(b)(i) (expenses of circulating statement to be deposited or tendered before meeting)F4, and

  • section 340B(2)(b) (traded companies: duty to circulate members' matters for AGM).

2

Any reference in those provisions to a period of notice, or to a period before a meeting by which a request must be received or sum deposited or tendered, is to a period of the specified length excluding—

a

the day of the meeting, and

b

the day on which the notice is given, the request received or the sum deposited or tendered.

360AF5Electronic meetings and voting

1

Nothing in this Part is to be taken to preclude the holding and conducting of a meeting in such a way that persons who are not present together at the same place may by electronic means attend and speak and vote at it.

2

In the case of a traded company the use of electronic means for the purpose of enabling members to participate in a general meeting may be made subject only to such requirements and restrictions as are—

a

necessary to ensure the identification of those taking part and the security of the electronic communication, and

b

proportionate to the achievement of those objectives.

3

Nothing in subsection (2) affects any power of a company to require reasonable evidence of the entitlement of any person who is not a member to participate in the meeting.

360AAF12Traded companies: confirmation of receipt of electronic voting

1

In the case of a traded company, where a vote is cast on a poll by electronic means the company must ensure that, as soon as reasonably practicable after the vote has been received, confirmation of receipt of the vote is sent by electronic means to—

a

the member, where that person cast the vote,

b

the proxy, where the vote was cast by proxy, or

c

the representative, where the vote was cast by a person authorised to act as a representative of a corporation in accordance with section 323(1).

2

A vote under subsection (1) includes any vote cast—

a

at a meeting;

b

at an electronic meeting conducted in accordance with section 360A;

c

in advance of a meeting or electronic meeting (see section 322A).

360BF6Traded companies: requirements for participating in and voting at general meetings

1

Any provision of a traded company's articles is void in so far as it would have the effect of—

a

imposing a restriction on a right of a member to participate in and vote at a general meeting of the company unless the member's shares have (after having been acquired by the member and before the meeting) been deposited with, or transferred to, or registered in the name of another person, or

b

imposing a restriction on the right of a member to transfer shares in the company during the period of 48 hours before the time for the holding of a general meeting of the company if that right would not otherwise be subject to that restriction.

2

A traded company must determine the right to vote at a general meeting of the company by reference to the register of members as at a time (determined by the company) that is not more than 48 hours before the time for the holding of the meeting.

3

In calculating the period mentioned in subsection (1)(b) or (2), no account is to be taken of any part of a day that is not a working day.

4

Nothing in this section affects—

a

the operation of—

i

Part 22 of this Act (information about interests in a company's shares),

ii

Part 15 of the Companies Act 1985 F8 (orders imposing restrictions on shares), or

iii

any provision in a company's articles relating to the application of any provision of either of those Parts; or

b

the validity of articles prescribed, or to the same effect as articles prescribed, under section 19 of this Act (power of Secretary of State to prescribe model articles).

F13F105

If an election is in force under section 128B in respect of a company, the reference in subsection (2) to the register of members is to be read as a reference to the register kept by the registrar under section 1080.

360BAF11Traded companies: right to confirmation of vote after a general meeting

1

Where the conditions in subsection (2) are met, a traded company must provide information to a member which enables the member to confirm that their vote on a resolution at a general meeting where a poll has been taken has been validly recorded and counted.

2

The conditions are that—

a

the member makes a request for the information, which request is received by the company no later than 30 days from the date of that general meeting, and

b

the member does not have any other reasonable means by which to determine that their vote has been validly recorded and counted by the company.

3

The information under subsection (1) must be provided to the member as soon as reasonably practicable and in any event by the end of the period of 15 days beginning with whichever is the later of the first working day after the day on which—

a

the result of the poll is declared for that resolution; or

b

the request for information under subsection (2)(a) is received by the company.

360CF7Meaning of “traded company”

In this Part, “ traded company ” means a company any shares of which—

a

carry rights to vote at general meetings, and

b

are admitted to trading on a F14UK regulated market or an EU regulated market by or with the consent of the company.

361Meaning of “quoted company”

In this Part “quoted company” has the same meaning as in Part 15 of this Act.