Company law has for quite some time permitted electronic attendance, speaking and voting at meetings. However, there has always been uncertainty around whether an entirely virtual meeting is permissible (where every attendee participates by electronic means), as a quorate number of participants would not be physically together.
In the midst of the COVID-19 pandemic, naturally, a large gathering of people in an enclosed room is ill-advised. In recognition of this, the Corporate Insolvency and Governance Bill 2019-21 (the CIGB) was passed and came into force on 26 June 2020.
The CIGB expressly waives any need to hold physical meetings and confirmed any AGM (or other general meeting or class meeting) may be held by entirely virtual means. Therefore, no physical location for the meeting would be required, speaking and voting may take place virtually, and no attendees are required to be physically present together to constitute a quorum.
The provisions of the CIGB are temporary and have recently been extended to apply until 30 December 2020. However, as the second wave of COVID-19 gathers momentum and is expected to remain prevalent throughout the winter months, it is likely the CIGB provisions will be further extended.
The CIGB also offers further comfort in that its provisions will override any contrary aspects of a company’s constitutional documents, meaning amendments to articles of association are not required to benefit from the flexibility of the CIGB. Additionally, the CIGB applies retrospectively to meetings held from 26 March 2020.
For those companies looking to take advantage of the CIGB, the usual requirements of a valid notice, quorum, and procedural obligations should still be adhered to, albeit via fully virtual means at the meeting itself.
Please note, the information included in this update is correct at the date of publishing.