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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."