General Meeting Notice Period - Recent ICSA Guidance

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."