The Companies (Shareholders’ Rights to Voting Confirmations) Regulations 2020

EXPLANATORY NOTE

(This note is not part of the Regulations)

These Regulations implement Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement (OJ L 132, 20.5.2017, p. 1) (“the Directive”) so far as it is not already given effect in United Kingdom law. The Directive amends Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies (OJ L 184, 14.7.2007, p. 17) (“the 2007 Directive”).

These Regulations implement certain provisions contained in article 3c of the 2007 Directive as amended (facilitation of the exercise of shareholder rights). The remaining provisions of the Directive are already given effect in national law by the Companies Act 2006 (c.46) (“the Act”) and the Uncertificated Securities Regulations 2001 (S.I. 2001/3755), which include measures that provide for the transmission of information to shareholders in order to facilitate the exercise of shareholder rights.

These Regulations apply to companies whose shares carry voting rights and are admitted to trading on a regulated market within the EEA, defined as a “traded company” in section 360C of the Act.

Regulation 4 inserts a new section into the Act, 360AA, to impose an obligation on a traded company to provide a confirmation of receipt of those votes which are cast electronically. Section 360A(2) of the Act enables a traded company to impose those requirements which are necessary to ensure the identification of those taking part in a general meeting of the company by electronic means.

Regulation 5 inserts a new section into the Act, 360BA, which provides a shareholder with the right to request information from the company which enables them to determine that their vote has been validly recorded and counted.

A transposition note is attached to the Explanatory Memorandum accompanying this instrument and is published alongside this instrument and the Explanatory Memorandum on www.legislation.gov.uk. A copy is also available from the Department of Business, Energy and Industrial Strategy at 1 Victoria Street, London SW1H 0ET.

A full impact assessment has not been published for this instrument as it has no significant impact on the costs of business, the voluntary sector and the public sector.