This case study highlights policies and good practices for general shareholder meetings in the United Kingdom, where most publicly traded companies use in-person meetings. Virtual formats gained popularity after COVID-19 emergency legislation exempted companies from setting a physical meeting location, but this waiver expired in 2021. More recently, the use of hybrid meetings has dropped as concerns about their costs and complexity have led some companies to campaign for legislative changes to facilitate companies’ ability to move towards virtual-only formats. Shareholders of UK companies can vote and exercise most other rights electronically. The legal framework gives shareholders and boards considerable flexibility to tailor their annual general meeting (AGM) procedures, supported by guidelines from agencies and industry-run associations.
Shareholder Meetings and Corporate Governance
Abstract
The United Kingdom has seen substantial debate regarding the most desirable format for annual general meetings (AGM) over the last few years. Restrictions on gatherings imposed during the COVID-19 pandemic led to emergency legislation in 2020 that temporarily allowed companies to hold their AGMs in a virtual-only format. The waiver exempted companies from designating a “place’’ when calling the meeting, as Section 311 of the Companies Act 2006 (UKCA) requires. Restrictions to electronic meetings in companies’ articles of association were also subjected to this waiver.1 However, this exemption expired on 30 April 2021. Currently, companies can hold hybrid meetings by adding digital features like video streaming to in-person meetings or by providing electronic means for participation and voting. In that case, board directors are responsible for providing the electronic platform to shareholders, usually by hiring third-party digital-service market providers.
Shareholders can exercise their rights electronically when participating virtually. The UKCA has allowed electronic communications since it was enacted. Further, legal reforms passed in 2009 and 2020 granted shareholders with electronic means for participation and voting, such as receiving vote confirmation.2 Moreover, companies have shown interest in holding virtual-only meetings, and adequate technology providers are available. However, legislation requiring the designation of a physical meeting place has not changed, especially after the legal waiver expiration. Subsequently, directors must call the meeting by mentioning the AGM’s physical location in its notice and to conduct it in a hybrid or physical format. Otherwise, the board needs authorisation from the shareholders in the company’s articles of association to call for virtual-only meetings with no physical location. Moreover, some market participants interviewed suggested that legal uncertainty remains about whether an electronic platform can be understood as a “place” required by legislation, and about the power of a provision in the articles of association to override Section 311 UKCA.3 This context has discouraged companies from adopting virtual-only meetings.
FTSE 350 companies on the London Stock Exchange (LSE) have largely returned to holding physical meetings after having experienced hybrid meetings and fostering electronic participation in the aftermath of the exceptional legislation.4 As shown in Figure 7.1, before CIGA expired in 2021, most AGMs (80.5%) were conducted as closed meetings. This format did not permit shareholders’ physical attendance due to COVID-19 restrictions, but they often featured virtual engagement or video streaming. On the other hand, once the legal waiver ended in the second semester of 2021, 84% of general meetings were held in person during the remainder of that year. Yet hybrid meetings gained popularity in 2022 by peaking at 43%, a substantial expansion from fewer than 10% in 2021. Nonetheless, most meetings (54%) were still conducted in person in 2022 and the number of hybrid meetings held by FTSE 350 companies dropped by more than half, from 117 in 2022 to 57 in 2023.5 Subsequently, in-person AGMs increased to over 77% in 2023.
While the overall trend clearly goes in the direction of in-person meetings, the use of the hybrid format remains significant among larger listed companies. Whereas 39.6% of FTSE 100 companies held their AGMs in a hybrid format, only 10% of (the mid-cap) FTSE 250 firms did so in 2023. Nearly all remaining FTSE 250 companies held physical general meetings (Figure 7.2) (LexisNexis, 2023[1]). Furthermore, the trend remained steady for meetings called as of May 2024. A third of FTSE 100 companies’ meetings were held hybrid, while only 10% of the mid-cap companies conducted their AGMs in that format. Likewise, 87% of FTSE 250 meetings were held in person, whereas for FTSE 100 companies, 64% of their AGMs were conducted in person. (Thomson Reuters Practical Law, 2024[2]).
Note: The categories physical meetings and physical meetings with live electronic features were merged into one category.
Source: Thomson Reuters: Annual reporting and AGMs 2021; Annual reporting and AGMs 2023; Annual reporting and AGMs emerging trends from the 2024 season. Lexis Nexis: market tracker trend report AGM update 2022-23.
Source: Lexis Nexis: market tracker trend report AGM update 2022-23.
Despite the recent drop in hybrid and virtual-only meetings, many companies have taken action to obtain shareholder approval for greater electronic interaction in general assemblies. This is especially the case for the UK’s largest listed companies. Among FTSE 100 companies, 41 amended their articles of association in 2020 to permit hybrid or virtual-only meetings. Among FTSE 350 companies, 93 (33%) amended their articles of association to allow for such meetings in 2021 and another 40 (15%) in 2022 (LexisNexis, 2023[1]). Furthermore, some company boards have called their AGMs by mentioning a physical place in the meeting notice but conducting most of the meeting in a virtual or electronic format. Indeed, some market participants are advocating for legislative changes to permit companies to hold virtual-only meetings without shareholders’ approval. Conversely, some institutional and retail investors interviewed raised concerns about a small group of large companies conducting meetings that potentially meet legal standards by advertising a physical location in the meeting notice but that discourage in-person interaction. Market participants mentioned as examples that the whole meeting would be broadcasted from a room so directors would not be physically reachable, or questions would be answered on the company’s website only, making those AGMs a de facto virtual-only meeting.
The market participants interviewed outlined different experiences and opinions about how the jurisdiction should handle electronic general meetings. On the one hand, listed company officers and some proxy service providers advocated moving into virtual-only meetings by granting the board the flexibility to call an AGM in this format, considering their shareholder base and circumstances. They suggested it would significantly reduce costs and facilitate foreign investors’ participation. They also mentioned that the same quality of engagement and compliance as in physical meetings is feasible. On the other hand, retail shareholders and investor associations, NGOs, and some institutional investors defended keeping physical participation mandatory or at least an option for the shareholders, favouring hybrid meetings as the general rule. Their main reasons are that hybrid meetings provide the best platform to ensure the broadest possible shareholder access and good engagement quality, both with the board and among themselves, as well as to hold the board directly accountable to the shareholders.
Soft law in the form of guidance and recommendations is prominent in the UK corporate landscape. Investors highly regard these standards, and courts may consider them when assessing directors’ performance. For example, the Financial Reporting Council (FRC) published its Guidance on Good Practices for Company Meetings on shareholders’ electronic participation, representation, and voting. Some recommendations are informing shareholders about voting options at the earliest possible opportunity and their right to change their pre-filled ballot during the meeting. Although the most relevant source of corporate governance standards is the Corporate Governance Code (CGC), its new 2024 version does not include any specific principle or provision for electronic participation.
The UK has the second-most dispersed ownership structure among 47 jurisdictions covered by the OECD Corporate Governance Factbook 2023, with only 19% of its listed corporations controlled by three shareholders owning 50% or more of their shares. At the same time, institutional investors have significant leverage by owning over 60% of listed companies’ shares (OECD, 2023[3]). Conversely, only a small portion of shares (9%) is owned by retail shareholders. Although the United Kingdom had EUR 2 640 593 million in market capitalisation and 1 334 listed companies in 2022, it has experienced a decline in the number of listed companies. A 2022 review (Hill, 2021[4]) reported that listings dropped by 40% between 2008 and 2022, and only 5% of the money raised from IPOs globally was traded on the LSE between 2015 and 2020 (Asset Publishing Service, 2021[5]). Moreover, the latter decreased further to 2% in 2023, according to Bloomberg. As of July 2024, 1 014 companies were listed on the LSE, 24% fewer than two years earlier.6
The UK’s legal and institutional framework for corporate governance is established through government policy and legislative direction, financial regulatory agencies, stock exchange market oversight, and legal enforcement through the courts.
The Department for Business and Trade is a government department that sets policy objectives on economic growth, trade and market competitiveness. It issues business regulations and works on securing investments and opening new markets.
The Financial Conduct Authority (FCA) is the regulatory body responsible for ensuring the proper functioning of markets and securing consumer protection, market integrity, and competition. The agency regulates financial services firms and financial markets. It also operates as the listing authority. The FCA has wide-ranging enforcement powers, including imposing penalties, banning people from undertaking regulated activities, publicly censuring, and seeking prosecution. The FCA Handbook of Rules and Guidance includes the UK Listing Rules (LR) sourcebook, the Disclosure Guidance and Transparency Rules (DTR) sourcebook and the Prospectus Regulation Rules (PRR) sourcebook.
The Financial Reporting Council (FRC) is the regulatory agency responsible for setting rules and technical standards for auditors, accountants and actuaries. It also issues guidance for companies and asset managers on the CGC and the Stewardship Code (SWC). The agency periodically reviews companies' reports against compliance with the provisions of the Codes and their application in the market.7
Furthermore, the London Stock Exchange exerts its regulatory role by enacting and enforcing listing rules for companies’ admission to regulated markets and for corporations to maintain their membership. Issuers must comply with the FCA’s regulations (LR 1.1.1R FCA), and listed companies seeking to trade on LSE markets must comply with both FCA and LSE rules (LR 1.2.11 LSE).
Courts play a significant role in the UK’s institutional and corporate governance framework. First, they enforce UKCA legal provisions, articles of association, and shareholders’ agreements. Second, they complement company law through case law by developing tests and accommodating legislation to evolving business situations.8 Third, courts can intervene in directors’ management decisions in the context of shareholder litigation or petition (Sections 261, 994 UKCA). Still, it is not straightforward for shareholders to bring a legal case against a company or its directors, as they must first undergo screening procedures.
The corporate governance regulatory framework comprises mandatory provisions from legislation, especially the UKCA, case law developed by courts, and rules agreed upon by shareholders via articles of association and shareholders’ agreements. The scheme also considers guidelines or recommendations issued by bodies like the Financial Conduct Authority and the London Stock Exchange, as well as from professional or industry-run associations.
The UK Companies Act 2006 deals with substantial aspects of company law, such as incorporation, allocation of corporate powers to directors and shareholders, accounting procedures, takeovers, and litigation. Further, considerable corporate governance matters, such as directors’ appointments, board decision-making processes, or general meeting procedures, are not dictated by law.
Shareholders can also tailor the corporation’s governance through the articles of association, which are only limited by the law, and are mandatory for directors and the same shareholders. Yet, shareholders can override them by unanimous resolution. The Department for Business and Trade provides model articles of association (MAA) for different legal entities, but companies can adopt bespoke articles of association. Furthermore, shareholders can influence some aspects of the corporation’s direction through shareholder agreements. For example, they can alter directors’ scope to act with independent judgment by restricting their discretion on a specific topic (Section 173[2] UKCA). However, shareholders’ agreements cannot clash with the law, regulations, or the articles of association.
Principles-based guidelines provide a final element of the corporate governance framework. The Corporate Governance and Stewardship Codes are the most prominent guidelines compiling principles and provisions. Companies must adhere to the CGC principles by employing an “apply and explain” approach and consider the CGC provisions on a “comply or explain” basis. The latter means companies either comply with those recommendations or explain why they have not. The CGC applies to all companies with an equity share listing in the new commercial companies’ category or a listing in the closed-end investment funds category, whether incorporated in the UK or elsewhere. The SWC applies to investors, including asset managers and owners, as well as their service providers. Whereas listing rules underpin the CGC by demanding that listed companies disclose their adherence to it, the Stewardship Code is voluntary. Yet, under Conduct of Business Sourcebook Rule 2.2.3, asset managers must disclose whether they are signatories to the SWC.
The UK is updating its Governance Codes and reforming its listing regime. The CGC's new version was published in January 2024, entering into force on 1 January 2025. No significant changes to the format and conduct of general meetings were introduced. The SWC 2020 is currently under stakeholder consultation. The reform goals are to support long-term value creation and evaluate reporting burdens. Furthermore, the FCA’s new regulations entered into force on 29 July 2024. This would be the most significant change in 30 years, seeking to reduce regulatory burdens on listed companies.9
Although the UKCA does not allocate management powers to the board, shareholders usually do so in the company’s articles of association as the MAA recommends (Article 3 MAA), usually by setting directors’ decision-making procedures. Public companies must appoint at least two directors to exercise all corporate powers (Section 154 UKCA). The board undertakes management and supervisory functions, following a one-tier system. Directors must choose a chair to lead their meetings and adopt their decisions in board meetings or through written resolutions (Articles 12, 7 MAA).
Shareholders can control the company’s leadership by appointing directors through a majority system and voting them individually (Section 160 UKCA). Even if the law is silent about the appointment procedure, the MMA and the CGC provide recommendations on how such appointment procedures may be handled. Especially relevant is that the shareholders can dismiss directors without a cause by an ordinary resolution, unlike most jurisdictions that require explicit grounds (Section 168 UKCA). Moreover, they can always give them instructions by special resolution on taking or refraining from taking specific actions (Article 4 MAA). Likewise, a block of shareholders can intervene in the AGM’s management. For instance, they can request to call a general meeting, table items, and propose resolutions to be voted on in the general meeting.
Notwithstanding, directors’ fiduciary duties might be the most prominent protection for shareholders’ interests and rights. Those duties include acting within the powers conferred, promoting the company’s success, and performing their role with due care and loyalty to the corporation. Shareholders can enforce directors’ duties in court, so case law remains relevant. Moreover, board members must prioritise shareholders' interests when promoting the company’s success over any other constituency.
Shareholder general meetings are governed primarily by the UKCA and the corporation’s articles of association. In addition, guidelines and recommendations provide standards for participants’ performance and meeting procedures. The legislation deems general meetings a decision-making forum where resolutions are debated and voted on. Public and listed companies must hold their AGM within the period of six months, beginning with the day following their accounting reference date (Section 336 UKCA).
Companies adopt decisions in the form of resolutions at the meeting by show of hands or by undertaking a poll, which is usually the case for listed companies. Shareholders approve ordinary resolutions by a simple majority of the votes cast by members entitled to vote. Special resolutions are passed by at least 75% of shareholders or of a class of members (Sections 282, 283 UKCA). By default, shareholders have one vote for each share (Section 284 UKCA). However, FCA rules exceptionally permit companies to issue shares with more than one vote for a specific class of shareholders.10
Shareholders can vote in person or by proxy, in real-time or before the meeting (Section 282 UKCA). Investors can appoint proxies to participate and speak on their behalf by written notification to the company, which the board cannot challenge on grounds other than insufficient information or materials (Sections 324[1], 327 UKCA).11 The company must receive the notice of termination of a person’s authority to act as a proxy before the meeting begins (Section 330 UKCA). The company’s articles of association can specify a deadline for such notice to be submitted to the company up to 48 hours before the meeting (Section 330A UKCA). Moreover, proxies can be appointed by someone acting on their behalf other than the shareholder, such as custodians or asset managers. In that case, they must also exhibit their authority powers. The meeting notice must also state that shareholders can make these nominations (Section 325 UKCA). Proxies must vote according to the instructions given and their appointments should include instructions on voting (Sections 324A, 285 UKCA).12 A shareholder can, however, attend the meeting and vote, overriding the proxy.
Companies can further fashion their meeting procedures in their articles of association. For instance, the MAA recommends rules on the right to speak and vote, quorums, polls, and proxy notices.13 However, the last version published by the Department for Business and Trade in 2013 does not include articles for virtual meetings. Similarly, FCA and LSE regulations do not include rules on meeting procedures. As a result, guidelines on meeting procedures are more relevant, as shareholders have considerable room for adopting those recommendations, as well as directors for implementing them in the absence of regulations or shareholder-set rules. In July 2022, the FRC issued guidance on company meetings, which included guiding principles for conducting general meetings and good practices on electronic participation. The agency drafted it in consultation with stakeholders, setting seven principles and suggesting actions on how to adhere to them.
The Chartered Governance Institute drafted additional guidance for company officers on AGMs to be conducted during COVID-19 restrictions. The guidance note considers electronic participation and hybrid or virtual-only meetings as valid if shareholders can participate and vote on an equivalent basis to the physical setting. For example, they emphasised that shareholders should be allowed to vote and ask questions in real-time, regardless of the format. Most market participants interviewed supported this document. Other associations, such as the General Counsel and Company Secretaries FTSE 100 Group (GC100) and Institutional Shareholder Services Group of Companies (ISS) have also issued guidance and policy statements on AGMs’ format.
7.3.1. Electronic shareholder interaction and company performance
Electronic exercise of shareholders’ rights
While companies generally designate a physical meeting place for shareholders to attend in person to ensure compliance with Section 311 UKCA, the law widely permits electronic communication, participation, and voting. Traded companies can only impose limited restrictions on electronic participants for identification and security reasons (Section 360A UKCA). Hence, shareholders can exercise the following rights electronically, regardless of the meeting format:
send all documents or information required related to a resolution (Section 298 UKCA)
request to circulate a statement or call for a general meeting (Sections 303[6][a], 314[4][a] UKCA)
add items to the AGM agenda (Section 338A[4][a] UKCA)
appoint and terminate proxy representation (Section 333A [4] UKCA)
attend, speak and vote (Section 360A UKCA)
receive voting confirmation (Section 360AA UKCA) and
receive information (DTR 6.1.8 R FCA).
No prohibitions restrict electronic communications from the company to the shareholders, such as broadcasting presentations or opening a digital Q&A platform. Subsequently, hybrid meetings are possible, subject to the AGM notice stating the meeting’s physical location to enable shareholders to attend. This is the most accepted interpretation of Section 311 UKCA requirement, namely, that it is enough for the company to designate and have a physical place for the meeting.
The market participants interviewed agreed on the advantages of electronic shareholder-company interaction and that shareholders should be entitled to the same rights regardless of the AGM format. However, they differed on their implementation. Most of them, especially retail shareholders, NGOs, and institutional investors, advocated allowing shareholders to participate in any possible format, that is, to make hybrid meetings the general rule.
Electronic shareholder general meetings
Companies must provide shareholders with an electronic platform or means for electronic participation and voting. This is managed by the same company or by hiring the service from market providers. No centralised, agency-run or government system is available for companies conducting hybrid or virtual-only general meetings. As a result, most listed companies outsource this service to third-party providers. For example, one provider (Computershare) reported supporting 381 listed companies’ AGMs in 2023. Another company (Proxymity) highlighted that it provided electronic solutions to 517 listed issuers in 2023, encompassing 68% of FTSE 350 companies and 52% of FTSE100 corporations. A third provider (LUMI) mentioned they it assisted over 3,000 meetings worldwide in 2023.
Most electronic general meetings follow similar procedures and consider standard features. First, shareholders are informed about the meeting format, steps to log in and the platform link in advance, generally on the company’s website and in the meeting notice.14 The board conveys these details, even if a third party manages the platform. FRC Guidelines recommend this notice to explain how to exercise each shareholder's right in electronic format, namely, asking questions, voting, or appointing proxies. Companies can also include technical recommendations about what browsers and devices may be appropriate and the internet connection quality required. Companies generally emphasise this last task as a shareholder responsibility. The notice might include instructions on how to log in on the day of the meeting. Shareholders will typically receive a meeting ID and are encouraged to have their registration information available, as it will be required for their authentication. Usually, this can be found in their notice of availability of electronic participation or on their voting card. No other logging-in condition is generally considered, such as connecting before the meetings or confirming participation in advance. Users can also access the platform before the meeting to vote and submit questions.
Once a user is connected to the meeting platform on the meeting day, the first dashboard will typically display overall information about questions, resolutions, and proxy performances. The meeting will start at the time indicated with an AGM presentation led by directors and corporate officers. Then, the chair will declare the poll open and propose resolutions for the shareholders’ decision. The poll will remain open until the meeting concludes. When the poll is open, voting options appear on the shareholder’s digital dashboard. For each vote submitted, shareholders will receive a vote confirmation on the screen. Notably, votes can be changed on the same platform before the poll is closed. Questions are typically answered in the same order as the meeting agenda, whether they were submitted in advance or asked in the same meeting. Some companies do this in one session, covering all items. Shareholders are entitled to voice their questions, even if their request was submitted via chat on the platform or by e-mail in advance. The chair is responsible for conducting this interaction between shareholders and directors according to the powers conferred by law and what the company, in their articles of association and notice, has established for it. Voting results are usually released on the same day of the meeting.
Source: Thomson Reuters, Annual reporting and AGMs 2023.
Companies show different trends in electronic engagement, which appears to bear some correlation with company size. Larger listed companies were more inclined to allow shareholders to pre-submit questions in advance regardless of the AGM setting. While 83% of FTSE 100 firms allowed this in their 2023 season, 75% of mid-cap companies provided this option in the same period. Conversely, FTSE 250 companies were more accessible for remote shareholders wanting to ask questions electronically during hybrid and virtual-only meetings (Figure 7.3). Whereas 94% of medium-cap companies allowed questions via electronic platforms in 2023, 79% of larger listed companies permitted their shareholders to intervene in that format (Thomson Reuters Practical Law, 2023[6]). However, FTSE 100 companies conducted a far higher proportion of their AGMs in virtual-only and hybrid format (40.5%) than FTSE 250 AGMs (12%) (LexisNexis, 2023[1]).15 The 2023 AGM season exhibited a drop of 42% in the number of FTSE 350 companies that facilitated their remote attendees to ask questions live compared to 2022, which is consistent with the overall reduction of hybrid and virtual-only meetings between 2022 and 2023 (Thomson Reuters Practical Law, 2023[6]). Further, FTSE 350 companies conducting their AGMs with one of the leading market providers (Computershare) show consistent trends in how shareholders exercise these rights. Indeed, among shareholders from larger listed companies, 74% of them opted for pre-submitting questions, while 63% of FTSE 250 shareholders did so in 2023 (Computershare & Georgeson, 2023[7]).
The market participants interviewed for this report explained the country’s movement away from hybrid meetings based on the legal risks Section 311 UKCA poses for boards and the financial cost of hybrid meetings. They argued that hybrid meetings cause companies to incur double fees. Namely, a place and accommodation for those shareholders attending in person and hiring a digital services provider for investors participating electronically. This might be one of the reasons for the difference between FTSE 100 and FTSE 250 corporations, as the first group may be in a better financial position to incur that expenditure. For instance, one digital service provider interviewed revealed that virtual-only meetings are typically one-quarter cheaper than hybrid meetings. However, retail shareholders’ representatives disputed the consideration of cost as a valid argument for not holding hybrid general meetings, citing examples of small companies that have done so even with less financial means. Beyond cost considerations, having two formats simultaneously also adds complexity to managing hybrid meetings when calling upon and visualising in-person versus online participants.
Companies must also deal with digital security concerns, such as risks related to data breaches or meeting platform technology. This is because the law makes the board responsible for providing electronic means for participation and voting (Section 360A UKCA). Risks related to disruptions of electronic communications during the meeting are an additional concern. The UKCA does not explicitly refer to disruptions, which may be a matter to be assessed by courts. Some companies may include provisions in their articles of association or meeting notice to address technical issues. One example is to clarify that disruptions caused by a shareholder’s internet connection do not affect the validity of the meeting. The market participants interviewed mentioned that the chair is usually empowered to manage these cases. The CGC also notes the importance of digital security risk management. Moreover, the FRC published a Digital Security Risk Disclosure report in 2022, highlighting the importance of effectively reporting digital security risks. Market participants interviewed expressed confidence that electronic service providers would adequately manage this. Further, some companies have appointed chief technology officers and allocated specific personnel to manage AGM planning and avoid data breaches or meeting disruption.
While holding hybrid meetings entails some agreement, conducting virtual-only meetings is a contested topic among market participants and stakeholders. One of the main arguments against the latter format is that shareholders’ rights to speak, be heard and seen, and ask questions are diminished. For instance, a retail shareholders’ association was critical of some companies imposing digital interaction in meetings, even if held in a physical location. They claimed that in this way, boards were not answering directly to each shareholder and were seeking to shield themselves from investors’ accountability. Likewise, an NGO mentioned that having an in-person element in the AGM fosters a unique atmosphere for all the parties to discuss the company’s situation. They added that the primary concern of shareholders about virtual-only meetings is abusive behaviour from the chair. For example, a meeting chair could shut off microphones, not respond to all questions, be biased in favouring some questions over others or impede follow-up.
Furthermore, institutional investors and proxy advisors have actively advocated their views regarding the format of general meetings. For instance, the proxy company ISS recommends in recent UK and Ireland Voting Guidelines to oppose proposals to amend articles of association permitting virtual-only AGMs (ISS, 2025[8]). Even if they recognise potential benefits, they argue that this format may hinder investors’ right to a meaningful exchange with the company’s management. Thus, they recommend that all their clients vote against resolutions seeking to allow virtual-only meetings. Likewise, The Investment Association has stated that virtual-only AGMs are not in the best interest of all shareholders as they could be detrimental to board accountability. Hence, they encourage their members not to allow changes in the articles of association of their investee companies unless restrictions are imposed on safety or health concerns. Yet, some proxy advisors are more sympathetic to virtual-only meetings as long as shareholders’ interests are not compromised.
On the other hand, some listed companies’ representatives countered that the virtual-only format is the most convenient and can be as effective as in-person meetings regarding engagement. They also remarked that it can protect participants from aggressive interactions. They also note that hybrid meetings are not advantageous as they increase complexity. They argued that a small minority of retail investors are most vocal in insisting on an in-person format, favouring those with geographical proximity to the meeting place over others, like foreign investors. Moreover, most large shareholders and institutional investors vote electronically in advance. This would make discussions during the meeting less crucial to the outcome than private exchanges leading up to the AGM. Corporate officers suggested that resistance to digital-only meetings is unjustified, as company decision-making can be done electronically without substantial differences. Nevertheless, they remarked that even if permitting virtual-only meetings in companies’ articles of association might be possible, this has not been widely considered because of reputational damage concerns and the potential violation of Section 311 UKCA.
Several corporate officers and secretaries also mentioned shareholder demonstrations and disruption of the AGM as a rising issue. They argued that this is a powerful security reason to conduct meetings electronically. Indeed, the UK is the European market where shareholder activism is the most prominent, with over 20% of campaigns consistently running in the jurisdiction between 2020 and 2024 (Alvarez & Marsal, 2024[9]). Moreover, electronic platform providers consider this issue in their service plans. For instance, one market provider recommends adequately differentiating between shareholders breaking the rules and investors duly exercising their rights as active shareholders. To achieve this, they advise drafting a code of conduct and holding pre-AGMs, where policy or contested topics are previously discussed so that the meeting can be focused on debating and voting on resolutions. In a similar vein, the 2022 FRC guidelines consider adding a new statement in the meeting notice mentioning that the chair will reject and handle participants’ misbehaviour.
Market participants flagged that progress on the dematerialisation of shares may create a better environment for electronic meetings. The UK still considers a certificate issued by the company as prima facie evidence of title to shares (Section 768 UKCA). Even though the government has had the power to demand that companies dematerialise their shares since 2001, no cases of this type of request were reported.16 Some market participants claim that this is because there is no framework in place yet setting out how companies should undertake this dematerialisation, including any possible transition arrangements. Notwithstanding, the Department for Business and Trade established a digitalisation task force to eliminate the use of paper share certificates in 2022. Market participants interviewed remarked that this would be especially relevant to help produce an updated and accurate list of shareholders, including ultimate beneficiary owners whose identity and entitlement are challenging to determine. They also explained that too many people are involved in a long chain of intermediaries, which diminishes ownership transparency, and suggested that electronic share issuing should be the general rule. Indeed, according to an electronic services provider survey, 48% of UK shareholders stated that they could not attend AGMs simply because they purchased shares through a broker, which were not registered in their name with the company in a timely fashion (LUMI, 2023[10]). However, the Department for Business and Trade mentioned that while paper shares carry the advantage of enabling companies to more readily identify shareholders’ identity since there are no intermediaries, they also entail various costs and practical challenges to companies, which might be passed on to shareholders. Indeed, a market participant pointed out that using the Certificateless Registry for Electronic Share Transfer (CREST) or other securities central depository platforms would require retail shareholders to open an account and comply with certification steps. Thus, it might be easier for them to hold paper titles and delegate their participation to a broker.
7.5.1. Calling for the company’s general meeting
A general meeting can be called by the company or requested to the board from a group of shareholders representing at least 5% of the paid-up capital (Sections 302, 303 UKCA). In the latter case, directors must call a general meeting within the next 21 days and no later than 28 days after the notice date (Sections 304 UKCA). Furthermore, shareholders may call the meeting directly if directors fail to do so on grounds other than the petition not complying with its legal requirements (Sections 305, 303 UKCA).17 Public Companies’ AGMs must be called with at least 21 days’ notice (Section 307 UKCA). However, other meetings can be called in a shorter period of 14 days if the company facilitates the members’ electronic voting system. This is achieved if the board provides a website platform for all members to vote and appoint proxies. It requires approval by a special resolution (Section 307A UKCA).18
The meeting notice can be in hard copy, electronically, or on the company’s website. It must also be sent to all shareholders (Sections 308, 310 UKCA). Public companies must include detailed and updated information about the business and the meeting on their website (Section 311A UKCA).19 The meeting notice must include a board statement about voting rights being determined according to the company register and the record date of that determination. This cannot exceed 48 hours before the company meeting (Sections 311[3], 360B [2] UKCA). Furthermore, the communication must detail procedures for voting, casting votes in advance, and voting electronically. It should also explain proxy appointments and contain a declaration about the members’ right to ask questions (Sections 311, 319A UKCA). Listed companies must include an explanatory circular in the AGM notice in case extraordinary matters are set to be discussed (LR 10.6.7 R FCA).
7.6.1. Shareholders’ intervention in general meetings’ affairs
A group of shareholders representing at least 5% of the shares or 100 shareholders in a public company can exercise several rights to arrange the general meeting to their interests. First, the shareholders’ block can request the board to circulate a statement among shareholders regarding a resolution or matter already tabled to be discussed at the general meeting (Section 314 UKCA). Second, they can request that directors circulate a resolution proposal to be voted on in the AGM. In this case, the board must send a copy with the meeting notice or in a later communication if the notice has already been sent. Additionally, it must be published on the company’s website (Sections 338 and 339 UKCA). Indeed, resolutions and business matters have increasingly been discussed and decided in AGMs rather than other company meetings. Whereas the number of AGMs increased from 208 in 2021 to 218 in 2022, other assemblies dropped from 50 to 29 in the same period among FTSE 350 companies (Equiniti, 2023[11]). Third, the group of shareholders can demand that other business matters be included in the meeting agenda and circulated among shareholders before the meeting (Sections 338A, 340A UKCA).
Market participants interviewed mentioned that most fundamental engagement is undertaken before the AGM through private meetings or shareholders exercising their rights, primarily by voting. Indeed, the GC100 group stated in their 2020 report that most fundamental company decisions are determined before the AGM formally occurs. They mentioned this would be the case since most shareholders vote by proxy or through an intermediary rather than casting their votes directly at the meeting (GC100, 2021[12]). Their figures show that less than 6% of shareholders voted directly (rather than by proxy or via an intermediary) in 2019 and that nearly all resolutions were passed with over 80% support. Likewise, while only 2% (74) of all resolutions tabled received more than 20% of opposition votes, 98% (4 184) obtained more than four-fifths of support in 2022. Moreover, around a third of AGMs passed resolutions without any shareholder question. This may indicate that much of the debate and outcomes are determined through a consensus-building process among the most significant shareholders before their formal confirmation by the general meeting.
7.6.2. General meeting procedures
Neither the law nor FCA or LSE regulations consider all-encompassing general meeting procedures, but specific rules set out some elements such as deadlines or content required in a notice. Thus, shareholders can fashion meeting procedures in the articles of association or rely on the board’s management decisions. The latter is within the framework of directors’ fiduciary duties. The FRC and associations’ guidelines highlight some good practices for conducting general meetings. In addition, the MAA contains some template articles that shareholders can consider when crafting their articles of association.
The chair's nomination and powers are established in the corporation’s articles of association as a common practice among listed companies. Although the board chair usually leads company meetings, the same AGM may elect the chair if no provision is included in the corporation’s articles (Sections 319 and 328 UKCA). Market participants interviewed and FRC’s officers agreed on the importance of the role of the chair in successfully conducting a general meeting to produce effective participation and engagement between shareholders, the board, and the management branch. This role can take on added complexity in an electronic setting, especially for hybrid meetings, where the chair must manage both in-person and virtual participation at the same time. Some good practices highlighted by the FRC and market participants include: (i) starting the meeting with a presentation by the chair outlining the topics to be discussed, (ii) providing an update on investor and stakeholder engagement, and (iii) setting out rules on questions, voting and unacceptable behaviour.
Shareholders have the right to speak at the general meeting. Furthermore, board representatives of traded companies must answer any question the shareholders have submitted while present at the meeting. However, specific exceptions are provided in the law and can eventually be included in the articles of association. In summary, legal exceptions for the board include: (i) questions already responded to on the company’s website, (ii) enquiries involving confidential information, (iii) questions that unduly interfere with the meeting or its good order, and (iv) those considered as not to be in the interest of the company (Section 319A UKCA). Companies can define these exceptions or regulate other situations in the articles of association. For instance, one listed company amended their articles in 2021, empowering the chair to decide on the proper or orderly conduct of shareholders at the general meeting when interacting with the board, as well as regarding points of order at the meeting.
Some market participants interviewed flagged the use of those exceptions as a grey area that might hamper shareholders' equal treatment. Further, electronic participation may weaken shareholders' position when facing abuse of these exceptions. For instance, a retail shareholder association mentioned that some boards do not answer similar questions from different shareholders concerning a topic that was already responded to on the company’s website. Likewise, companies might group questions and provide only one answer for various enquiries. Other criticised practices were limiting the means of questioning to the board, such as restricting the length of written questions and encouraging or requiring submission of questions in advance or by video recording. Another concern mentioned was that directors were not physically present in the meeting but only participated electronically.20 Some market participants complained that this pre-screening leads to pre-packaged responses that may be less interesting and informative than a live Q&A session at the AGM.
FRC guidance and associations’ recommendations are coherent in advocating equal treatment of shareholders regardless of their attendance format. The Council’s 2022 report emphasised the relevance of informing shareholders in advance and in detail about the rules for in-person and electronic meeting settings. Moreover, it identifies recommended practices, such as providing different channels for submitting questions, ensuring directors’ participation, and avoiding unreasonable limitations. Similarly, the Chartered Governance Institute guidelines encourage companies not to discriminate between questions submitted in-person and electronically. They also remarked on informing the shareholders whose questions were grouped in advance and that writing questions on a chat does not equate to speaking and being heard. Similarly, the GC 100 Draft Code of Best Practice published in 2021 supports the ability of shareholders to speak and be heard through electronic facilities, even via telephone lines or mobile applications. However, they consider grouping and moderating similar questions as an appropriate practice.
Shareholders can vote electronically before the meeting or at the AGM, in person or remotely. Further, they can vote directly or via proxy representatives (Section 324[1] UKCA). First, votes in advance must be cast in the form the articles of association has established and according to the procedures detailed in the meeting notice. Usually, this is done on the same electronic platform managed by third-party providers. Yet, boards and shareholders are subjected to certain restrictions. Directors cannot request information other than what is necessary and proportionate to identify the person who will vote (Section 322A [2] UKCA). For the shareholders or their representatives, voting in advance is limited to a deadline of 48 or 24 hours before the meeting or the requested poll.21
Second, voting at the assembly may be done by show of hands unless the company has included mandatory poll procedures in their articles of association (Section 324[2] UKCA, Article 39 MAA). This is usually the case for listed companies. The chair is typically entitled to decide on the voting procedure and conduct the poll. Some companies have established that voting in electronic meetings will only be undertaken through polls. Specific rules may be explained in the AGM notice. The shareholders can also demand a poll at the meeting if they meet certain thresholds (Section 321 UKCA).22
After voting, shareholders of traded companies can obtain confirmation that the company has received, recorded, and counted their ballots. The company must deliver an electronic vote receipt to the shareholder or their representative as soon as reasonably practicable (Section 360 AA UKCA). Although shareholders can request additional information on their votes being validly cast and counted within 30 days after the meeting, most companies set different rules in their articles of association or do this as a default operation (Section 360 BA UKCA). Shareholders can change their vote until the chair declares the poll closed. Participants may also submit comments about the voting procedure, which will be noted in the meeting minutes (Section 320 UKCA).
Among FTSE 350 companies that conducted their 2023 AGM through the service provider Computershare, (representing two-fifths of those companies), most share-capital attended meetings in person (73%) and not remotely. Conversely, most shareholders voted electronically. Electronic ballots reached over 50% of votes among those companies in 2023. Most ballots were sent via CREST (39%) and E-proxies (11%), as paper balloting slightly decreased from 44.8% in 2022 to 44.1% in 2023. Another trend is that shareholders in smaller companies tend to use proxy instructions more (14% of 2023 share capital voting in FTSE 250 companies) than in the largest FTSE 100 companies (6.7% in 2023) (Computershare & Georgeson, 2023[7]).
Market participants interviewed stated that the regulatory framework functions adequately, as shareholders are fully entitled to voting rights in several formats and the proxy industry is well developed. They mentioned that a significant reform was providing shareholders with vote confirmation. Indeed, associations refer minimally to voting aspects in their guidelines, considering that the framework works well without such guidelines. Likewise, FRC recommendations mainly emphasise information aspects of voting procedures. However, in the case of electronic meetings, the FRC recommends not imposing extra financial or technology barriers for shareholders to cast their vote, such as through requirements for the use of a specific software.
There are no provisions in law or regulations for concluding the general meeting. Likewise, companies usually do not consider this for their articles of association and the MMA does not recommend articles in this respect. Hence, it is typically a matter of board discretion.
Concluding the AGM after closing the polls and the chair declaring the ballot results are standard practices. The board must comply with all the legal requirements of the company meeting. The latter case considers fixed matters, such as the agenda and resolutions that must be passed annually. The company must also register the meeting procedures and resolutions voted on (Section 355 UKCA).
The board should ensure that all the information to comply with disclosure and reporting obligations was obtained. This includes compliance with the UKCA, FCA, and LSE rules, as well as the CGC and industry-specific recommendations the company may follow. For example, companies must publish detailed poll results on their website, especially mentioning votes cast in favour and against the resolution, abstentions, and the proportion of the share capital that voted. This must be done within 16 days from the day of the meeting (Section 341 UKCA). They must also report their financial and non-financial performance and compliance with corporate governance codes or material information disclosure.
Institutional investors’ strong presence in UK markets provides them with leverage that is impacting AGM practices. According to the OECD Factbook 2023, the UK had a EUR 2.64 trillion market capitalisation and 1 334 companies listed in 2022. It has the second least concentrated ownership among the 49 jurisdictions analysed, with less than 19% of companies controlled by three or fewer shareholders. Institutional investors' ownership rate is the third highest among OECD countries, with over 60% in 2023. Against this background, listings decreased by 40% from 2008 to 2022, and only 2% of the funds raised by IPOs globally were traded in the LSE. New FCA regulations acknowledge this situation and introduced reforms, which entered into force in July 2024. Market participants remarked that this landscape has impacted how companies handle AGM matters. For instance, most voting occurs in advance by proxy, and shareholders’ presence during the meeting is low due to large investors, especially institutional, exerting leverage before the meeting. Another reason would be that retail shareholders have low incentives to attend as their voting power tends to be insignificant. Indeed, 98% of resolutions obtained more than 80% of favourable votes, and most shareholders who voted did not attend personally but through proxies. Some market participants interviewed suggested that meaningful engagement at the AGM has decreased. As a result, some companies may increasingly see the purpose of the meeting to be shifting from debate and accountability to confirmation and legal compliance.
The corporate governance framework is coherent while giving both the shareholders and directors substantial flexibility in tailoring AGM procedures. Since the UKCA prescribes substantial aspects of company law, the legal framework does not prescribe all-encompassing rules on meeting procedures or formats. Likewise, FCA or LSE regulations do not address this matter. Thus, corporations have considerable room to tailor their AGM procedures. This can be done subject to shareholder approval in the articles of association (articles of association) or by the board through their management decisions. Usually, listed companies include in their articles of association rules on meeting procedures, such as the chair’s role in conducting the meeting, shareholders’ right to speak, questions and poll procedures. In addition, the board can exercise its management powers to implement those rules and undertake the AGM. This must be done in compliance with their fiduciary duties, the articles of association, and eventually complying with shareholders’ agreements, resolutions, or instructions. For example, they can detail electronic logging-in and voting procedures in the AGM notice. A group of shareholders representing 5% of the company’s shares can intervene in the AGM’s management overriding the board. Therefore, directors’ flexibility can be limited, depending on how the shareholders have exerted their rights.
The institutional framework is clear and well-articulated, considering different regulatory layers and recognising guidelines as relevant standard-setting instruments. Different bodies and agencies are vested with specific regulatory and enforcement powers. The law, articles of association, and shareholders’ agreements shape the company’s governance, and courts enforce those rules. In turn, the FCA oversees the orderly functioning of markets through listing, disclosure, and transparency regulations for all market participants. In addition, listed companies must comply with the LSE rules to access their trading hub and maintain their membership. Both the FCA and LSE enforce their rules through internal procedures and consider fines, suspension, and exclusion as sanctions. Moreover, the Financial Reporting Council (FRC) sets the Corporate Governance (CGC) and Stewardship (SWC) Codes and recommends good practices on specific topics like AGM procedures. Although the CGC is voluntary, listed companies must report their compliance on a “comply or explain” basis according to FCA and LSE requirements. Similarly, companies must report on the implementation of guidelines if they sign up for those recommendations. Adherence to the Codes is enforced by disclosing companies’ performance to the public. The market strongly regards guidelines as good governance practices, and directors usually seek to follow them instead of explaining their departure.
The legal framework allows shareholders to exercise their rights by electronic means without substantial differences with the physical format. However, some practices have raised concerns. Shareholders can attend and vote electronically, request an assembly, request to circulate a statement, add items to the agenda, propose resolutions, and appoint proxies electronically. The law and guidelines have provided safeguards to allow shareholders to do this with no disadvantage compared to physical interaction with the company. For example, shareholders are not legally restricted in their right to speak, ask questions, and follow-up with the meeting’s public when attending electronically. The FRC has also sought to reinforce good practices by issuing guidelines on electronic meetings for the first time in 2022. Most companies in 2023 allowed and facilitated their shareholders asking questions in advance, as well as to submit them remotely during a hybrid or virtual-only meeting. Nevertheless, some market participants interviewed denounced poor practices imposed by some boards on remote attendees, such as not allowing them to pose live questions or strictly limiting the length of written question and grouping questions. Other practices include video broadcasting directors’ reports and limiting who may be seen during shareholder Q&A sessions. Moreover, even if Section 311 UKCA requires a physical place for the meeting, some companies have only mentioned that location in the notice but undertake most of the AGM’s features remotely, thus performing a de facto virtual-only meeting.
Companies must individually provide electronic means for shareholders’ participation and voting. If they undertake hybrid or virtual-only meetings, they must also provide the platform, usually managed by third-party market providers. No centralised or agency-run platform is provided, and boards must set up an electronic channel for shareholders to exercise their rights. To accomplish this, boards have often appointed chief technology officers and allocated personnel to deal with AGM planning and digital security concerns. Most AGM virtual management is outsourced from a few leading market providers. They all consider similar procedures and features: a platform to receive questions, cast ballots, provide vote confirmation, obtain information and material before the AGM, appoint proxies, log into the meeting, open and manage a meeting dashboard on the day of the AGM, broadcast the AGM, enable shareholders to take the meeting floor to ask questions, speak and follow-up. The shareholders can vote electronically and in advance, regardless of the meeting format. Market participants interviewed remarked that the industry is well-developed and that there is broad agreement that electronic means of participation should enable equal treatment for shareholders as in the physical format.
Although companies had a positive experience with virtual and hybrid meetings while COVID-19 exceptional legislation was in force, they are moving back to in-person meetings, citing cost concerns and legal uncertainty as main factors. In the last four years, virtual-only and hybrid meetings among FTSE350 listed companies in LSE fell from around 50% in mid-2021, when exceptional legislation was still in place, to just over 20% in mid-2024. Companies implemented adequate measures for virtual-only meetings and electronic participation during lockdowns, and clear guidelines for electronic meetings have been issued. No cases of disenfranchised shareholders have been registered. However, boards are again predominantly calling meetings in a physical format. Companies cite as reasons extra costs and complexities involved in managing hybrid meetings, as well as legal uncertainty that Section 311 UKCA poses for virtual-only meetings. In particular, the law again requires a physical location for the meeting and considering a virtual platform as a “place” is subject to debate and has not been tested in court. It is therefore not clear that shareholders can authorise virtual-only AGMs in their articles of association. Nevertheless, some company leaders suggested that virtual-only meetings would be more cost-effective, particularly when only a few shareholders may attend in person. Indeed, an electronic market provider asserted that virtual-only meetings might cost one-quarter of hybrid AGMs. Even if virtual-only meetings might be more convenient cost-wise, the market participants interviewed disagreed about the benefits for the shareholders and the company. Most retail shareholders and institutional investors’ associations argued that virtual-only meetings may diminish shareholders’ exercise of accountability powers over the board. They prefer hybrid formats as the solution that best responds to the full range of shareholders participating in the market. Despite these concerns, most companies are opting for physical meetings because of the additional costs and complexity of hybrid meetings and the need for clarification on the permissibility of virtual-only meetings as an alternative.
References
[9] Alvarez & Marsal (2024), Shareholder Activism in Europe A&M Activist Alert (AAA) 2024 Interim Outlook, https://www.alvarezandmarsal.com/sites/default/files/2024-06/A%26M%20Activist%20Alert%20%28AAA%29%202024%20Interim%20Outlook%20report_2.pdf.
[5] Asset Publishing Service (2021), UK Listing Review, https://assets.publishing.service.gov.uk/media/603e9f7ee90e077dd9e34807/UK_Listing_Review_3_March.pdf.
[7] Computershare & Georgeson (2023), 2023 AGM Intelligence Report, Exploring the AGM format and logistic trend in the UK, 2023, https://images.info.computershare.com/Web/CMPTSHR1/%7Ba5f9af16-0947-4aaa-8756-010fcd0b08c6%7D_AGM_Intel_Report_2023_UK.pdf.
[11] Equiniti (2023), AGM Mid-season review 2023, https://equiniti.com/uk/news-and-views/eq-views/2023-agm-mid-season-review/#assumptions.
[12] GC100 (2021), Shareholder Meeting - Time for change?, https://uk.practicallaw.thomsonreuters.com/Link/Document/Blob/Iab2e60215cb911ebbea4f0dc9fb69570.pdf?transitionType=Default&contextData=%28sc.Default%29.
[4] Hill, J. (2021), UK Listing Review, https://assets.publishing.service.gov.uk/media/603e9f7ee90e077dd9e34807/UK_Listing_Review_3_March.pdf.
[8] ISS (2025), Proxy Voting Guidelines, Benchmark Policy Recommendations, https://www.issgovernance.com/file/policy/active/emea/UK-and-Ireland-Voting-Guidelines.pdf?v=1.
[1] LexisNexis (2023), Market Tracker Trend Report AGM update 2022/2023 Investor voting in 2022 and hot topics for the 2023 AGM season, https://www.lexisnexis.co.uk/blog/docs/default-source/corporate-law-documents/final-agm.pdf?sfvrsn=3365e3c6_3.
[10] LUMI (2023), Issuer Roadblocks, breaking down barries to achieve shareholder democracy, https://go.lumiglobal.com/hubfs/0%20-%20Documents/Reports/Issuers%20Roadblock/Issuer-roadblocks-campaign-report-en.pdf.
[3] OECD (2023), OECD Corporate Governance Factbook 2023, OECD Publishing, Paris, https://doi.org/10.1787/6d912314-en.
[2] Thomson Reuters Practical Law (2024), Annual reporting and AGMs: emerging trends from the 2024 season, https://uk.practicallaw.thomsonreuters.com/w-043-6810?transitionType=Default&contextData=(sc.Default).
[6] Thomson Reuters Practical Law (2023), Annual reporting and AGMs 2023: What’s Market practice?, https://uk.practicallaw.thomsonreuters.com/w-041-4291?transitionType=Default&contextData=(sc.Default).
← 1. Corporate Insolvency and Governance Act (CIGA) 2020, schedule 14: Meetings of qualifying bodies held during the relevant period; (…) 3(3) The meeting need not be held at any particular place. (4) The meeting may be held, and any votes may be permitted to be cast, by electronic means or any other means. (5) The meeting may be held without any number of those participating in the meeting being together at the same place. (6) A member of the qualifying body does not have a right— (a) to attend the meeting in person, (b) to participate in the meeting other than by voting, or (c) to vote by particular means. (…) (8) The provisions of the constitution or rules of the qualifying body have effect subject to this paragraph.
← 2. The Companies Shareholders’ Rights to Voting Confirmations Regulations 2020, implementing provisions of the EU Shareholder Rights Directive 2007 (as amended).
← 3. This legal interpretation has yet to be tested in court.
← 4. The FTSE 350 Index represents large and mid-cap stocks traded on the LSE.
← 5. Virtual-only meetings fell from six to four in the same period, out of which two UK-listed companies were incorporated in other countries and, therefore, were not subjected to the UKCA.
← 6. As of December 2024, LSE listings dropped further to 972 UK and international companies. In 2024, 20 new IPOs were launched, raising EUR 485 million. Still, 103 cancellations were completed. Moreover, 151 729 676 trades were conducted for EUR 1 283 billion in 2024. This is official and updated information from the LSE platform.
← 7. Whereas the FRC is under the DBT’s supervision, the FCA is accountable to the Treasury Department.
← 8. For example, the law does not establish who should appoint directors, but case law established that shareholders have the inherent power to do so by ordinary resolution (Worcester Corsetry Ltd v. Witting [1936] Ch 640).
← 9. The main changes include replacing the premium and standard categories for one commercial-listed companies’ band, reducing admission conditions, simplifying continuing obligations to maintain membership, expanding the disclosure regime, and reducing the regulatory intervention, such as more flexibility for dual-class shares.
← 10. They used to be reserved for directors holding shares and voting in specific matters with a limited ratio of 20:1 vote (former LR 9.2.22C R [2] FCA). However, these restrictions were recently repealed (new LR 8.1.14 R FCA).
← 11. Since the law does not detail the content of this communication, companies can tailor this on their articles of association or in the AGM notice. Further, listed companies must provide a proxy form on paper or electronically (DTR 6.1.5.R FCA).
← 12. Shareholders might regulate this in the articles of association, for example, by indicating how the proxies should exercise their rights if they do not receive instructions.
← 13. According to FRC, a “poll” refers to a formal voting process where votes are counted based on the number of shares held by each voter. This can be conducted either electronically or through traditional paper ballots.
← 14. Some boards add an explanatory note about the AGM format. As of May 2024, 32% of firms have done so.
← 15. Likewise, a similar number of companies included a statement in their notice mentioning that remote attendees could intervene with questions by phone call.
← 16. The Uncertificated Securities Regulations 2001.
← 17. Additionally, a court can grant the meeting if calling or conducting the meeting is impractical. Any director or shareholder can apply for this, asking the court to detail how the meeting should be undertaken (Section 306 UKCA).
← 18. Yet, the shareholders can extend or reduce this period in the company’s articles of association or by agreement.
← 19. Traded companies must publish the matter of the general meeting, the total number of shares and shares of each class, total voting rights per class, and all members’ statements and resolutions timely received by the board.
← 20. Pre-submitted questions dropped from 65.65% in 2022 to 61.95% in 2023 among FTSE 350 companies employing one of the market provider leaders on electronic participation (Computershare & Georgeson, 2023[7]).
← 21. Yet, the company’s rules can provide shorter time gaps (Section 322A [3] UKCA).
← 22. Shareholders representing 5% of the company’s capital can demand that an independent body conduct the poll instead of the chair or the board and request a third-party report about a poll conducted by the board.