The Government of Jersey implemented new measures on 30 March 2020 that, amongst other things, restrict public gatherings to no more than two people. These measures largely reflect similar restrictive measures implemented by the UK Government on 26 March 2020 (Stay at Home Measures).
In light of the introduction of the Stay at Home Measures, supplemental guidance has been issued in the UK to the original guidance which we referred to in our briefing note of 25 March 2020. A copy of the Supplemental Guidance can be found here.
Key points to note from the Supplemental Guidance by way of an update:
- Shareholders are not now able to attend AGMs in person whilst the Stay at Home Measures are in force. Shareholders should be encouraged to vote by proxy. Companies may want to encourage submission of questions for the board in writing with answers to be published on the company website.
- If an AGM notice has been sent out, the company should issue a further announcement stating that public gatherings of more than two people are not permitted under the Stay at Home Measures and that shareholders are not therefore allowed to attend the meeting in person.
- The Chair of the AGM can utilise powers to preserve order at the AGM. As attendance of more than two people at an AGM is not permitted by the Stay At Home Measures, the Chair of the AGM should use those powers to exclude excess attendees.
- It is common for most Jersey public companies to have a quorum of two. Quorum can usually be obtained by two members being present in person or by proxy. In extreme circumstances it may be appropriate for the location of the meeting to be the home of a director or employee.
- Companies that have already convened a general meeting for a venue that has since become unavailable will need to find an alternative venue. Companies should follow postponement provisions in their articles to address change of location concerns. Companies that do not have provisions in their articles to enable them to postpone their meeting or switch to an alternative venue should, in law, adjourn the meeting from the planned venue to an alternative venue.
Although the Guidance only strictly applies to AGMs to be held in the United Kingdom, Ogier recommends that Jersey public companies follow the advice for AGMs to be held in Jersey. If AGMs are to be held elsewhere in the World, then directors should be mindful of specific local law requirements as regards social distancing and stay at home measures.
The supplemental guidance note was prepared by Linklaters LLP, Slaughter and May, Freshfields Bruckhaus Deringer LLP and Clifford Chance LLP and The Chartered Governance Institute, with the support of the Financial Reporting Council, the City of London Law Society Company Law Committee, GC100 – the Association of General Counsel and Company Secretaries working in FTSE 100 Companies, the Investment Association and the Quoted Companies Alliance. The Department for Business, Energy and Industrial Strategy has also reviewed the guidance.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.