The Institute of Chartered Secretaries and Administrators (ICSA) has published guidance on the 2014 edition of the UK Corporate Governance Code (Code) in relation to notice of shareholder meetings.

Provision E.2.4 of the Code states that companies should arrange for notices of annual general meetings (AGM) to be sent to shareholders at least 20 working days before the AGM.

There is also now a new requirement In the 2014 edition of the Code stating that “for other general meetings this should be at least 14 working days in advance”.

The Companies Act 2006 requires that an AGM of a traded company should be held on not less than 21 clear days’ notice and any other general meeting on not less than 14 clear days’ notice (provided that approval for holding general meetings on 14 days’ notice has been given annually by shareholders and shareholders are able to vote by electronic means at the general meeting).

The ICSA guidance says, among other things, that:

1. The Code recommends earlier publication dates for notices of meetings than the Companies Act 2006 and where companies are not able to meet the Code’s recommendations on notices for general meetings in provision E.2.4, this should be explained in the next annual report in the same way as any other departure from the Code; and
2. As a general rule, ICSA expects that a company will only use the reduced notice period under the Code where there is a need for urgency. Consequently, an explanation of these circumstances will be required where the company does not comply with provision E.2.4 of the Code.

The guidance note on UK Corporate Governance Code provision E.2.4. is available on the ICSA website.

http://bit.ly/1EtOiS2