General Meeting Notice Period - Recent ICSA Guidance

Friday, 29th May 2015

On 29 April 2015, the Institute of Chartered Secretaries and Administrators (ICSA) released a guidance note on UK Corporate Governance Code (Code) provision E24 (E24) and the requirements for holding a general meeting (GM) under the Companies Act 2006 (CA 2006). 

The Code applies in general to companies with a premium listing.

Under the CA 2006, a traded public company can shorten its notice periods for GMs (other than AGMs) to 14 days' notice provided certain conditions have been met. 

In summary the note states: 

  • E24 requires the notice period for GMs to be 14 working days, which is longer than the 14 clear days' minimum period required under the CA 2006.
  • "[W]hilst companies will not use the option to provide the shorter 14 [clear] days' notice period, it is helpful for shareholders to receive as much notice as possible."
  • "The Code recommends earlier publication dates for [n]otice of meetings than the statutory requirements."
  • "As a general rule, it expects that a company will only use the reduced notice period where there is a need for urgency."
  • "[W]here companies are not able to meet the Code recommendation, this should be explained in the Annual Report in the same way as any other departure from the Code."

If you have any questions, please contact Simon Staples.